6-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number: 001-40759

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Bragg Gaming Group Inc.

(Translation of registrant’s name into English)

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐                                Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference as exhibits to the Registration Statement on Form F-10 of Bragg Gaming Group Inc. (File No. 333-259004).

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit	Description
99.1	Bragg Gaming Group Inc. - Interim unaudited condensed consolidated Financial Statements – Three- and nine-month period ended September 30, 2022
99.2	Management discussion & analysis for the three- and nine month period ended September 30, 2022
99.3	Certification of Interim Filings - CEO
99.4	Certification of Interim Filings - CFO
99.5	News release, dated November 10, 2022

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

****	BRAGG GAMING GROUP INC.
Date: November 10, 2022
	By:	/s/ Yaniv Spielberg
	Name:	Yaniv Spielberg
	Title:	Chief Strategy Officer

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Table of Contents Exhibit 99.1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Three- and nine-month periods ended September 30, 2022 and September 30, 2021

Presented in Euros (Thousands)

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Table of Contents ​

TABLE OF CONTENTS

​		​
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS)	​	1
​	​	​
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	​	2
​	​	​
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	​	3
​	​	​
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	​	4

​

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NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			​
​	​	​	​
1	BASIS OF PRESENTATION	​	5
​	​	​	​
2	SIGNIFICANT ACCOUNTING POLICIES	​	8
​	​	​	​
3	LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE	​	20
​	​	​	​
4	ACQUISITION OF WILD STREAK LLC	​	21
​	​	​	​
5	ACQUISITION OF SPIN GAMES LLC	​	22
​	​	​	​
6	CONVERTIBLE DEBT	​	23
​	​	​	​
7	SHARE CAPITAL	​	25
​	​	​	​
8	WARRANTS	​	26
​	​	​	​
9	SHARE BASED COMPENSATION	​	27
​	​	​	​
10	GOODWILL	​	31
​	​	​	​
11	DEFERRED AND CONTINGENT CONSIDERATION	​	31
​	​	​	​
12	INTANGIBLE ASSETS	​	33
​	​	​	​
13	CASH AND CASH EQUIVALENTS	​	34
​	​	​	​
14	TRADE AND OTHER RECEIVABLES	​	34
​	​	​	​
15	PREPAID EXPENSES AND OTHER ASSETS	​	34
​	​	​	​
16	TRADE PAYABLES AND OTHER LIABILITIES	​	35
​	​	​	​
17	RELATED PARTY TRANSACTIONS	​	35
​	​	​	​
18	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	​	38
​	​	​	​
19	SUPPLEMENTARY CASHFLOW INFORMATION	​	41
​	​	​	​
20	SEGMENT INFORMATION	​	41
​	​	​	​
21	INCOME TAXES	​	42
​	​	​	​
22	CONTINGENT LIABILITIES	​	43

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Table of Contents

1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS)

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three Months Ended September 30,			​	Nine Months Ended September 30,
​	​	Note	​	2022	​	2021	​	2022	​	2021
Revenue	​	3	​	20,899	​	12,874	​	61,053	​	42,561
Cost of revenue	​	​	​	(10,454)	​	(6,263)	​	(28,961)	​	(22,276)
​	​	​	​	​	​	​	​	​	​	​
Gross Profit	​	​	​	10,445	​	6,611	​	32,092	​	20,285
Selling, general and administrative expenses	​	3	​	(12,034)	​	(8,864)	​	(33,539)	​	(24,838)
Loss on remeasurement of derivative liability	​	6	​	(101)	​	-	​	(101)	​	-
Gain on remeasurement of consideration receivable	​	3	​	-	​	36	​	37	​	48
Gain on remeasurement of deferred consideration	​	5, 11	​	52	​	-	​	521	​	-
​	​	​	​	​	​	​	​	​	​	​
Operating Loss	​	​	​	(1,638)	​	(2,217)	​	(990)	​	(4,505)
Net interest expense and other financing charges	​	3	​	(246)	​	(99)	​	(524)	​	(227)
​	​	​	​	​	​	​	​	​	​	​
Loss Before Income Taxes	​	3	​	(1,884)	​	(2,316)	​	(1,514)	​	(4,732)
Income taxes	​	21	​	(114)	​	(161)	​	(1,114)	​	(1,150)
​	​	​	​	​	​	​	​	​	​	​
Net Loss	​	​	​	(1,998)	​	(2,477)	​	(2,628)	​	(5,882)
Items to be reclassified to net loss:	​	​	​	​	​	​	​	​	​	​
Cumulative translation adjustment	​	​	​	2,211	​	364	​	4,396	​	1,913
​	​	​	​	​	​	​	​	​	​	​
Net Comprehensive Income (Loss)	​	​	​	213	​	(2,113)	​	1,768	​	(3,969)
​	​	​	​	​	​	​	​	​	​	​
Basic and Diluted Loss Per Share	​	​	​	(0.09)	​	(0.12)	​	(0.12)	​	(0.30)
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Millions	​	Millions	​	Millions	​	Millions
Weighted average number of shares - basic and diluted	​	​	​	21.9	​	20.0	​	21.2	​	19.3

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Certain comparative figures have been reclassified to conform with current year presentation (Note 1).

See accompanying notes to the interim unaudited condensed consolidated financial statements.

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Table of Contents

2

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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​	​	​	​	​	​	​
​	​	​	​	As at	​	As at
​	​	​	​	September 30,	​	December 31,
​	****	Note	****	2022	****	2021
Cash and cash equivalents	​	13	​	17,183	​	16,006
Trade and other receivables	​	14	​	11,760	​	8,454
Prepaid expenses and other assets	​	15	​	1,995	​	2,442
Consideration receivable	​	​	​	—	​	56
Total Current Assets	​	​	​	30,938	​	26,958
Property and equipment	​	​	​	524	​	252
Right-of-use assets	​	​	​	774	​	579
Intangible assets	​	12	​	48,974	​	30,845
Goodwill	​	4, 5, 10	​	28,507	​	24,728
Other assets	​	​	​	30	​	28
​	​	​	​	​	​	​
Total Assets	​	​	​	109,747	​	83,390
​	​	​	​	​	​	​
Trade payables and other liabilities	​	16	​	19,905	​	14,357
Deferred revenue	​	​	​	1,116	​	27
Income taxes payable	​	21	​	1,219	​	784
Lease obligations on right of use assets - current	​	​	​	432	​	149
Deferred consideration - current	​	5, 11	​	1,364	​	—
Derivative liability - current	​	6	​	3,568	​	—
Loans payable	​	​	​	119	​	—
Total Current Liabilities	​	​	​	27,723	​	15,317
Deferred income tax liabilities	​	21	​	1,113	​	1,243
Non-current lease obligations on right of use assets	​	​	​	397	​	451
Convertible debt	​	6	​	5,000	​	—
Deferred consideration	​	5, 11	​	2,591	​	—
Other non-current liabilities	​	​	​	580	​	184
Total Liabilities	​	​	​	37,404	​	17,195
​	​	​	​	​	​	​
Share capital	​	7	​	109,902	​	100,285
Broker warrants	​	8	​	38	​	38
Shares to be issued	​	4, 7	​	6,982	​	13,746
Contributed surplus	​	​	​	19,912	​	18,385
Accumulated deficit	​	​	​	(71,371)	​	(68,743)
Accumulated other comprehensive income	​	​	​	6,880	​	2,484
Total Equity	​	​	​	72,343	​	66,195
Total Liabilities and Equity	​	​	​	109,747	​	83,390
​	​	​	​	​	​	​

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See accompanying notes to the interim unaudited condensed consolidated financial statements.

Approved on behalf of the Board

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​	​
Yaniv Sherman	Holly Gagnon
Chief Executive Officer	Non Executive Director

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Table of Contents

3

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Accumulated		​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	other		​	​	​
​	​	​	​	Share		​	Shares to		​	​	​	​	Broker		​	Contributed		​	Accumulated		​	comprehensive		​	Total
​	**** ​	Note	**** ​	capital		**** ​	be issued		**** ​	Warrants		**** ​	warrants		**** ​	surplus		**** ​	Deficit		**** ​	income (loss)		**** ​	Equity
Balance as at January 1, 2021	​	​	​	​	62,304	​	​	22,608	​	​	1,642	​	​	399	​	​	14,325	​	​	(61,231)	​	​	(150)	​	​	39,897
Shares issued upon completion of Oryx earn-out	​	7	​	​	22,000	​	​	(22,000)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Shares issued upon completion of private placement, net of issuance costs	​	7	​	​	1,918	​	​	(608)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1,310
Shares to be issued as deferred consideration	​	7	​	​	—	​	​	13,746	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	13,746
Exercise of restricted share units	​	7, 9	​	​	267	​	​	—	​	​	—	​	​	—	​	​	(267)	​	​	—	​	​	—	​	​	—
Exercise of stock options	​	7, 9	​	​	983	​	​	—	​	​	—	​	​	—	​	​	(347)	​	​	—	​	​	—	​	​	636
Exercise of warrants	​	8	​	​	11,916	​	​	—	​	​	(1,831)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	10,085
Expiry of warrants	​	8	​	​	—	​	​	—	​	​	(7)	​	​	—	​	​	7	​	​	—	​	​	—	​	​	—
Exercise of broker warrants	​	8	​	​	897	​	​	—	​	​	196	​	​	(361)	​	​	—	​	​	—	​	​	—	​	​	732
Share-based compensation	​	9	​	​	—	​	​	—	​	​	—	​	​	—	​	​	3,680	​	​	—	​	​	—	​	​	3,680
Net loss for the period	​	​	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(5,882)	​	​	—	​	​	(5,882)
Other comprehensive income	​	​	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1,913	​	​	1,913
Balance as at September 30, 2021	​	​	​	​	100,285	​	​	13,746	​	​	—	​	​	38	​	​	17,398	​	​	(67,113)	​	​	1,763	​	​	66,117
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at January 1, 2022	​	​	​	​	100,285	​	​	13,746	​	​	—	​	​	38	​	​	18,385	​	​	(68,743)	​	​	2,484	​	​	66,195
Shares issued as consideration	​	5, 7	​	​	1,426	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1,426
Shares issued as deferred consideration	​	4, 7	​	​	6,764	​	​	(6,764)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Exercise of deferred share units	​	7, 9	​	​	1,407	​	​	—	​	​	—	​	​	—	​	​	(1,407)	​	​	—	​	​	—	​	​	—
Exercise of stock options	​	7, 9	​	​	20	​	​	—	​	​	—	​	​	—	​	​	(6)	​	​	—	​	​	—	​	​	14
Share-based compensation	​	9	​	​	—	​	​	—	​	​	—	​	​	—	​	​	2,940	​	​	—	​	​	—	​	​	2,940
Net loss for the period	​	​	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(2,628)	​	​	—	​	​	(2,628)
Other comprehensive income	​	​	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	4,396	​	​	4,396
Balance as at September 30, 2022	​	​	​	​	109,902	​	​	6,982	​	​	—	​	​	38	​	​	19,912	​	​	(71,371)	​	​	6,880	​	​	72,343

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See accompanying notes to the interim unaudited condensed consolidated financial statements.

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Table of Contents

4

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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​	​	​	​	​	​	​
​	​	​	​	Nine Months Ended September 30,
​	**** ​	Note	**** ​	2022	**** ​	2021
Operating Activities	​	​	​	​	​	​
Net loss from continuing operations	​	​	​	(2,628)	​	(5,882)
Add:	​	​	​	​	​	​
Net interest expense and other financing charges	​	3	​	524	​	227
Depreciation and amortization	​	3	​	5,934	​	3,220
Share based compensation	​	3, 9	​	2,940	​	3,680
Gain on remeasurement of consideration receivable	​	​	​	(37)	​	(48)
Gain on remeasurement of deferred consideration	​	5, 11	​	(521)	​	—
Deferred income tax recovery	​	21	​	(306)	​	(274)
​	​	​	​	​	​	​
​	​	​	​	5,906	​	923
Change in non-cash working capital	​	19	​	1,364	​	1,322
Change in income taxes payable	​	​	​	435	​	70
Cash Flows From Operating Activities	​	​	​	7,705	​	2,315
​	​	​	​	​	​	​
Investing Activities	​	​	​	​	​	​
Purchases of property and equipment	​	​	​	(257)	​	(72)
Additions of intangible assets	​	12	​	(5,157)	​	(2,091)
Proceeds from sale of discontinued operations	​	​	​	91	​	148
Consideration paid upon business combination	​	4, 5	​	(8,488)	​	(8,268)
Cash acquired from business combination	​	4, 5	​	256	​	124
Prepaid consideration	​	5, 15, 19	​	(821)	​	—
Deferred and contingent consideration payments	​	10	​	-	​	(11,521)
Cash Flows Used In Investing Activities	​	​	​	(14,376)	​	(21,680)
​	​	​	​	​	​	​
Financing Activities	​	​	​	​	​	​
Proceeds from exercise of warrants and broker warrants	​	8	​	-	​	10,817
Proceeds from convertible debt, net of costs	​	6	​	8,276	​	—
Proceeds from exercise of stock options	​	9	​	14	​	636
Proceeds from shares issued upon private placement, net of issuance costs	​	7	​	-	​	1,310
Repayment of lease liability	​	​	​	(112)	​	(110)
Repayment of loans	​	5	​	(654)	​	-
Interest income	​	​	​	13	​	54
Interest and financing fees	​	3	​	(165)	​	(186)
Cash Flows From Financing Activities	​	​	​	7,372	​	12,521
​	​	​	​	​	​	​
Effect of foreign currency exchange rate changes on cash and cash equivalents	​	​	​	476	​	1,047
Change in Cash and Cash Equivalents	​	​	​	1,177	​	(5,797)
Cash and cash equivalents at beginning of period	​	​	​	16,006	​	26,102
Cash and Cash Equivalents at end of period	​	​	​	17,183	​	20,305

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Certain comparative figures have been reclassified to conform with current year presentation (Note 1).

See accompanying notes to the interim unaudited condensed consolidated financial statements.

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Table of Contents

5

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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1   BASIS OF PRESENTATION

Nature of operations

Bragg Gaming Group Inc. and its subsidiaries (“Bragg”, “BGG”, the “Company” or the “Group”) is primarily a B2B online gaming technology platform and casino content aggregator through its acquisition of Oryx Gaming International LLC (“Oryx” or “Oryx Gaming”) in 2018, Wild Streak LLC (“Wild Streak”) in 2021, and Spin Games LLC (“Spin”) in 2022.

The registered and head office of the Company is located at 130 King Street West, Suite 1955, Toronto, Ontario, Canada M5X 1E3.

Oryx Gaming

Oryx Gaming is a B2B gaming solution provider. Oryx offers a turnkey solution, including an omni-channel retail, online and mobile iGaming platform, as well as an advanced content aggregator, sportsbook, lottery, marketing, and operational services. Oryx is incorporated in the State of Delaware and headquartered in Las Vegas. Its primary operations are provided through its wholly owned subsidiaries in Malta, Cyprus, and Slovenia.

Statement of compliance and basis of presentation

The accompanying interim unaudited condensed consolidated financial statements (“interim financial statements”) have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting and do not include all of the information required for annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021.

These interim financial statements are prepared on a historical cost basis except for financial instruments classified at fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”) which are measured at fair value. The significant accounting policies set out below have been applied consistently in the preparation of the interim financial statements for all periods presented.

These interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business.

These interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on November 10, 2022.

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Table of Contents

6

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

1   BASIS OF PRESENTATION (CONTINUED)

COVID-19

In December 2019, there was a global outbreak of COVID-19 (coronavirus), which has continued to have a significant impact on businesses through the restrictions put in place by the national, provincial and municipal governments around the world regarding travel, business operations and isolation and quarantine orders.

At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Company in the long term as this will depend on future developments that remain highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, quarantine and isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

However, the Company derives the majority of its revenue from online casino gaming. This sector has largely benefited from the various international “lock downs”, requiring people to stay at home. As a result, such forms of entertainment have prevailed in a similar fashion to the various streaming businesses such as Netflix. Furthermore, the Company has limited exposure to sports betting revenues that have been impacted by the lack of professional sports.

As at the time of release of these interim financial statements, the Company’s financial performance, financial position and cash flows had not been adversely impacted by COVID-19 and the Company has determined no impairment of its goodwill is required.

Graduation to the Toronto Stock Exchange (“TSX”)

On January 27, 2021, the Company began trading on TSX under the symbol “BRAG”. Concurrent with the TSX listing, the Company’s Common Shares were delisted from the TSX Venture Exchange.

Trading on the Nasdaq Global Select Market (“Nasdaq”)

On August 27, 2021, the Company began trading on Nasdaq under the symbol “BRAG”. The Company’s shares also continue to trade on the Toronto Stock Exchange.

Reverse Stock Split

At the annual and special meeting of the Company’s shareholders held on April 28, 2021, the Company’s shareholders granted the Company’s Board of Directors discretionary authority to implement a consolidation of the issued and outstanding Common Shares of the Company on the basis of a consolidation ratio of up to 15 pre-consolidation Common Shares for one post-consolidation Common Share. The Board of Directors selected a share consolidation ratio of ten pre-consolidation Common Shares for one post-consolidation Common Share and announced the consolidation on April 30, 2021 (the “reverse stock split”). The Company’s Common Shares began trading on TSX on a post-consolidation basis under the Company’s existing trade symbol “BRAG” on May 5, 2021. In accordance with International Financial Reporting Standards (“IFRS”), the change has been applied retrospectively.

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7

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

1   BASIS OF PRESENTATION (CONTINUED)

Acquisition of Spin Games LLC

On May 12, 2021, the Company announced it had entered into an agreement to acquire Spin Games LLC in a cash and stock transaction for a purchase price of approximately USD 30,000 where the sellers of Spin would receive USD 10,000 in cash and USD 20,000 in Common Shares of the Company of which USD 5,000 in Common Shares would be issued on closing and the balance over the next three years. The transaction closed on June 1, 2022 following final approval from state gaming regulators and satisfaction of other customary closing conditions.

Acquisition of Wild Streak LLC

On June 2, 2021, the Company announced that it had acquired Wild Streak LLC, doing business as Wild Streak Gaming, a Las Vegas, Nevada based content creation studio with a portfolio of 39 premium casino slot titles supported across online and land-based applications.

The Company signed a purchase agreement to acquire all of the outstanding membership interests of Wild Streak in a cash and stock transaction for a purchase price of USD 30,000. Pursuant to the transaction, which closed simultaneously with the signing of the purchase agreement, the sellers of Wild Streak received USD 10,000 in cash at closing and will receive USD 20,000 worth of common shares of the Company over the next three years, subject to acceleration in the event of a change of control.

Completion of financing arrangement

On September 5, 2022, the Company entered into a funding agreement for an investment of USD 8,700 (the "Funding Agreement") with Lind Global Fund II LP, an investment entity managed by The Lind Partners, a New York-based institutional fund manager (together ("Lind").

The funding provided to the Company by Lind came in the form of a USD 8,700 convertible debt (the "Convertible Debt") had a face value of USD 10,000 (the "Face Value"). The Company received net proceeds of USD 7,989 from the Funding after fees. The Face Value of the Convertible Debt has a 24 month maturity date and can be paid in cash or be converted into common shares of the Company ("Shares") at a conversion price equal to 87.5% of the five-day volume weighted average price ("VWAP") immediately prior to each conversion. Shares issued upon conversion are subject to a 120-day lock-up period following deal close.

The Funding agreement contains restrictions on how much may be converted in any particular month, which is limited to 1/20 of outstanding balance or USD 1,000 if exchange volume is above specified minimum, which conversions may be accelerated in certain circumstances. The Company also has the option at any time to buy back the entire remaining balance of the Convertible Debt, subject to a partial conversion right in favor of Lind to convert up to 1/3 of the outstanding amount into Shares in such circumstances. In connection with the Convertible Debt, Lind was issued warrants to purchase up to 979,048 common shares at a price of CAD 9.28 per share for a period of 60 months.

The Convertible Debt is secured by assets of the Company and some of its subsidiaries. The Funding Agreement and the issuance of securities thereunder has been approved by the Toronto Stock Exchange (the "TSX").

​ ​

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8

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

1 BASIS OF PRESENTATION (CONTINUED)

Reclassification of comparative figures

Comparative figures have been reclassified to conform with current period presentation as follows:

-	Gain / (loss) on foreign exchange is now disclosed as net interest expense and other financing charges. Previously, this had been categorized as other operational costs. The reclassification has no effect on net loss for the period or prior periods.

​

2   SIGNIFICANT ACCOUNTING POLICIES

The interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2021, which are available at www.sedar.com.

Basis of consolidation

The interim financial statements include the accounts of the Company and its wholly owned subsidiaries when the Company controls them. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The Company assesses control on an ongoing basis. The Company’s interest in the voting share capital of all its subsidiaries is 100%.

Transactions and balances between the Company and its consolidated entities have been eliminated on consolidation.

The table below summarizes the Company’s operating subsidiaries and the functional currency for each operating subsidiary:

​

​	​	​	​	​	​	​
​	​	Place of	​	​	​	​
​	​	incorporation	​	​	​	Functional
​		/ operation	****	Principal activity	****	currency
Bragg Gaming Group - Group Services Ltd.	​	United Kingdom	​	Corporate activities	​	GBP
Bragg Gaming Group - Parent Services Ltd.	​	United Kingdom	​	Corporate activities	​	GBP
Oryx Gaming International LLC	​	United States	​	Gaming solution provider	​	EUR
Oryx Gaming Ltd.	​	Malta	​	Gaming solution provider	​	EUR
Oryx Marketing Poslovne Storitve D.o.o.	​	Slovenia	​	Marketing	​	EUR
Oryx Podpora D.o.o.	​	Slovenia	​	B2B support services	​	EUR
Oryx Razyojne-Storitve D.o.o.	​	Slovenia	​	Gaming solution developer	​	EUR
Oryx Sales Distribution Ltd.	​	Cyprus	​	Distribution	​	EUR
Poynt Inc.	​	Canada	​	Distribution	​	CAD
Spin Games LLC	​	United States	​	Gaming solution provider	​	USD
Wild Streak LLC	​	United States	​	Content creation studio	​	USD

​ ​

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9

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Presentation currency

The presentation currency of the Company is the Euro, while the functional currencies of its subsidiaries are Euro, Canadian dollar, United States dollar, and British pound sterling due to primary location of individual entities within the Group. The presentation currency of the Euro has been selected as it best represents the majority of the Company’s economic inflows, outflows as well as its assets and liabilities.

The assets and liabilities of operations that have a functional currency different from that of the Company’s reporting currency are translated into Euros at the foreign currency exchange rate in effect at the reporting date. The resulting foreign currency exchange gains or losses are recognized in the foreign currency translation adjustment as part of other comprehensive income (loss). When such foreign operations are disposed of, the related foreign currency translation reserve is recognized in net earnings as part of the gain or loss on disposal.

Revenues and expenses of foreign operations are translated into Euros at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are transacted.

Business combinations

Business combinations are accounted for using the acquisition method as of the date when control is transferred to the Company. The Company measures goodwill as the excess of the sum of the fair value of the consideration transferred over the net identifiable assets acquired and liabilities assumed, all measured as at the acquisition date. Transaction costs that the Company incurs in connection with a business combination, other than those associated with the issuance of debt or equity securities, are expensed as incurred.

​ ​

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10

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net earnings (loss) per share (“EPS”)

Basic EPS is calculated by dividing the net earnings (loss) available to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the net earnings available to shareholders and the weighted average number of shares outstanding for the effects of all potential dilutive instruments.

Diluted loss per share is equal to basic loss per share when the effect of dilutive securities is anti-dilutive.

Cash and cash equivalents

Cash equivalents consist of highly liquid marketable investments with an original maturity date of 90 days or less from the date of acquisition and prepaid credit cards. Cash and cash equivalents also include any cash held in trust as proceeds from future private placement.

Trade and other receivables

Trade and other receivables consist primarily of trade receivables from customers for which Oryx Gaming, Spin and Wild Streak provides services and accrued income in relation to receivables from customers that have yet to be invoiced, for services provided during the three and nine months ended September 30, 2022 and 2021. Upon invoicing, amounts are transferred from accrued income to trade receivables and any differences between the accrued and invoiced values are recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

​ ​

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11

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

The Company recognizes revenue when control of the goods or services has been transferred. Revenue is measured at the amount of consideration to which the Company expects to be entitled, including variable consideration to the extent that it is highly probable that a significant reversal will not occur. Revenue from continuing operations is derived from software platform licensing, maintenance of source code, bespoke development, management service fees, marketing fees, revenue share from licensing of content and hosting fees. Revenue is recognized when the service provided to the customer is complete. Specifically:

-	Games and content: revenues from content and platform licensing are derived from revenues a customer earns from utilizing the Company’s software platform and aggregated content in that period. The Company’s revenue is therefore linked to the revenue derived from a customer’s end user, i.e., the subsequent sale. The Company recognizes revenue once the customer has earned the revenue from the subsequent sale/services as this is the point where the performance obligation is satisfied.
-	iGaming and turnkey projects: the Company charges a fixed monthly management and marketing fee for its services in the month in which the services are provided, and performance obligations are met. Charges for development projects are charged on a time and materials basis upon delivery at agreed milestones. Revenue is recognized as it is billed unless services and performance obligations are provided in a future period. If services and performance obligations are not provided in the reporting period, then revenue is not recognized.
---	---

Consideration receivable

Consideration receivable consists of cash receivables due as a result of the sale of discontinued operations. The fair value of the consideration receivable is determined by calculating the present value of expected future cashflows relating to the consideration receivable, applying the Company’s discount rate.

Income taxes

Current and deferred taxes are recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss), except for current and deferred taxes related to a business combination, or amounts charged directly to equity or other comprehensive income (loss), which are recognized in the interim unaudited condensed consolidated statements of financial position.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is recognized using the asset and liability method of accounting on temporary differences arising between the financial statement carrying values of existing assets and liabilities and their respective income tax bases. Deferred tax is measured using enacted or substantively enacted income tax rates expected to apply in the periods in which those temporary differences are expected to be recovered or settled. A deferred tax asset is recognized for temporary differences as well as unused tax losses and credits to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on different taxable entities where the Company intends to settle its current tax assets and liabilities on a net basis.

Deferred tax is recorded on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company, and it is probable that the temporary difference will not reverse in the foreseeable future. ​

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12

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and equipment

Property and equipment are recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use and capitalized borrowing costs. The commencement date for capitalization of costs occurs when the Company first incurs expenditures for the qualifying assets and undertakes the required activities to prepare the assets for their intended use.

Borrowing costs directly attributable to the acquisition, construction or production of property and equipment, that necessarily take a substantial period of time to prepare for their intended use and a proportionate share of general borrowings, are capitalized to the cost of those assets, based on a quarterly weighted average cost of borrowing. All other borrowing costs are expensed as incurred and recognized in net interest expense and other financing charges.

The cost of replacing a component of property and equipment is recognized in the carrying amount if it is probable that the future economic benefits embodied within the component will flow to the Company and the cost can be measured reliably. The carrying amount of the replaced component is derecognized. The cost of repairs and maintenance of property and equipment is expensed as incurred and recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

Gains and losses on disposal of property and equipment are determined by comparing the fair value of proceeds from disposal with the net book value of the assets and are recognized on a net basis in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

Property and equipment are depreciated on a straight-line basis over their estimated useful lives of up to five years to their estimated residual value when the assets are available for use. When significant parts of a property and equipment have different useful lives, they are accounted for as separate components and depreciated separately. Depreciation methods, useful lives and residual values are reviewed annually and are adjusted for prospectively, if appropriate.

Leases

The Company assesses whether a contract is, or contains, a lease. If a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, then the contract may contain a lease. The Company assesses whether a contract conveys the right to control the use of an asset by performing the following tests:

-	assess whether the contract involves the use of an identified asset and may be specified explicitly or implicitly. It should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a significant right to substitution, then the asset is not identified;
-	assess whether the Company has the right to obtain substantially all of the economic benefits arising from the use of the asset throughout the period of use; and
---	---
-	assess that the Company has the right to direct enjoyment of the asset. This right is identified when the Company has the decision-making rights in how and for what purpose the asset is used. In cases where the decision on how and for what purpose to use the asset has been predetermined, the Company has the right to direct the use of the asset if either it has the right to operate the asset, or the Company has designed the asset in a manner that predetermines how and for what purpose the asset will be used.
---	---

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

​ ​

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13

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

-	fixed payments, including in-substance fixed payments;
-	variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
---	---
-	amounts expected to be payable under a residual value guarantee; and
---	---
-	the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
---	---

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of equipment that have a lease term of twelve months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Intangible assets

Intangible assets are measured at cost less any amortization and accumulated impairment losses. These intangible assets are tested for impairment on an annual basis or more frequently if there are indicators that intangible assets may be impaired as described in the Impairment of non-financial assets policy.

Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

​

​	​	​
Intellectual property identified upon business combination		5 - 10 years
Intellectual property acquired from third-parties	​	3 years
Customer relationships	​	10 - 13 years
Brands	​	10 years
Deferred development costs	​	3 years
Trademarks and patents	​	3 - 15 years
Gaming licences	​	Over the term of the licence

​

Trademarks, patents and gaming licences are classified under “Other” in the intangible assets disclosure note (Note 12).

​ ​

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14

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company capitalizes the costs of intangible assets if and only if:

-	it is probable that the expected future economic benefits attributable to the asset will flow to the entity; and
-	the cost of the asset can be measured reliably.
---	---

Certain costs incurred in connection with the development of intellectual property relating to proprietary technology are capitalized to intangible assets as development costs. Intangible assets are recorded at cost, which consists of directly attributable costs necessary to create such intangible assets, less accumulated amortization and accumulated impairment losses, if any. The costs mainly include the salaries paid to the software developers and consulting fees.

These costs are recognized as development costs assets when the following criteria are met:

-	it is technically feasible to complete the software product so that it will be available for use;
-	management intends to complete the software product;
---	---
-	it can be demonstrated how the software product will generate future economic benefits;
---	---
-	adequate technical, financial, and other resources to complete the development and to use or sell the products are available; and
---	---
-	the expenditure attributable to the software product during its development can be reliably measured.
---	---

Goodwill

Goodwill arising in a business combination is recognized as an asset at the date that control is acquired. Goodwill is subsequently measured at cost less accumulated impairment losses. Goodwill is not amortized but is tested for impairment on an annual basis or more frequently if there are indicators that goodwill may be impaired as described in the Impairment of non-financial assets policy.

Impairment of non-financial assets

At each statement of financial position date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, the asset is then tested for impairment by comparing its recoverable amount to its carrying value. Goodwill is tested for impairment at least annually.

For the purpose of impairment testing, assets, including right-of-use assets, are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of cash inflows of other assets or groups of assets. This grouping is referred to as a cash generating unit (“CGU”).

Corporate assets, which include head office facilities and distribution centres, do not generate separate cash inflows. Corporate assets are tested for impairment at the minimum grouping of CGUs to which the corporate assets can be reasonably and consistently allocated. Goodwill arising from a business combination is tested for impairment at the minimum grouping of CGUs that are expected to benefit from the synergies of the combination.

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15

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The recoverable amount of a CGU or CGU grouping is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows from the CGU or CGU grouping, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU or CGU grouping. If the CGU or CGU grouping includes right-of-use assets in its carrying amount, the pre-tax discount rate reflects the risks associated with the exclusion of lease payments from the estimated future cash flows. The fair value less costs to sell is based on the best information available to reflect the amount that could be obtained from the disposal of the CGU or CGU grouping in an arm’s length transaction between knowledgeable and willing parties, net of estimates of the costs of disposal.

An impairment loss is recognized if the carrying amount of a CGU or CGU grouping exceeds its recoverable amount. For asset impairments other than goodwill, the impairment loss reduces the carrying amounts of the non-financial assets in the CGU on a pro-rata basis, up to an asset’s individual recoverable amount. Any loss identified from goodwill impairment testing is first applied to reduce the carrying amount of goodwill allocated to the CGU grouping, and then to reduce the carrying amounts of the other non-financial assets in the CGU or CGU grouping on a pro-rata basis.

For assets other than goodwill, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss in respect of goodwill is not reversed.

Financial instruments

Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument. Upon initial recognition, financial instruments are measured at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss.

Financial instruments – classification and measurement

The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income (“FVOCI”), or fair value through profit and loss (“FVTPL”). A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

-	the financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
-	the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
---	---

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

-	the financial asset is held within a business model in which assets are managed to achieve a particular objective by both collecting contractual cash flows and selling financial assets; and
-	the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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16

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments – classification and measurement (continued)

A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial assets are not reclassified subsequent to their initial recognition unless the Company identifies changes in its business model in managing financial assets. Financial liabilities are classified and measured based on two categories: amortized cost or FVTPL.

Fair values are based on quoted market prices where available from active markets, otherwise fair values are estimated using valuation methodologies, primarily discounted cash flows taking into account external market inputs where possible.

The amortized cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount recognized and the maturity amount, minus any reduction for impairment.

The following table summarizes the classification and measurement of the Company’s financial assets and liabilities:

​

​	​	​
Asset / Liability	****	Classification / Measurement
Cash and cash equivalents	​	FVTPL
Trade and other receivables	​	Amortized cost
Consideration receivable	​	FVTPL
Other assets	​	Amortized cost
Trade payables and other liabilities	​	Amortized cost
Deferred and contingent consideration	​	FVTPL
Derivative liability	​	FVTPL
Convertible debt	​	Amortized cost
Lease obligations on right of use assets	​	Amortized cost
Other non-current liabilities	​	FVTPL / FVOCI

​

Financial instruments – valuation

The determination of the fair value of financial instruments is performed by the Company’s treasury and financial reporting departments on a quarterly basis. There was no change in the valuation techniques applied to financial instruments during the current period.

The carrying amounts reported for cash and cash equivalents, trade and other receivables, consideration receivable and trade payables and other liabilities approximate fair value because of the immediate short-term maturity of these financial instruments. The carrying value of lease obligations on right of use assets approximates the fair value based on rates currently available from financial institutions and various lenders.

Gains and losses on FVTPL financial assets and financial liabilities are recognized in net earnings in the period in which they are incurred. Settlement date accounting is used to account for the purchase and sale of financial assets. Gains or losses between the trade date and settlement date on FVTPL financial assets are recorded in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

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17

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments – derecognition

Financial assets are derecognized when the contractual rights to receive cash flows and benefits from the financial asset expire, or if the Company transfers the control or substantially all the risks and rewards of ownership of the financial asset to another party. The difference between the carrying amount of the financial asset and the sum of the consideration received and receivable is recognized in earnings before income taxes.

Financial liabilities are derecognized when obligations under the contract expire, are discharged, or cancelled. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in earnings before income taxes.

Financial instruments – impairment

The Company applies a forward-looking expected credit loss (“ECL”) model at each reporting date to financial assets measured at amortized cost or those measured at FVOCI, except for investments in equity instruments. The ECL model outlines a three-stage approach to reflect the increase in credit risks of a financial instrument:

-	Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risks since initial recognition or that have low credit risk at the reporting date. The Company is required to recognize impairment for Stage 1 financial instruments based on the expected losses over the expected life of the instrument arising from loss events that could occur during the 12 months following the reporting date.
-	Stage 2 is comprised of all financial instruments that have had a significant increase in credit risks since initial recognition but that do not have objective evidence of a credit loss event. For Stage 2 financial instruments the impairment is recognized based on the expected losses over the expected life of the instrument arising from loss events that could occur over the expected life. The Company is required to recognize a lifetime ECL for Stage 2 financial instruments.
---	---
-	Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company is required to recognize impairment based on a lifetime ECL for Stage 3 financial instruments. The ECL model applied to financial assets require judgment, assumptions, and estimations on changes in credit risks, forecasts of future economic conditions and historical information on the credit quality of the financial asset. Consideration of how changes in economic factors affect ECLs are determined on a probability-weighted basis.
---	---

The carrying amount of the financial asset or group of financial assets are reduced through the use of impairment allowance accounts. In periods subsequent to the impairment where the impairment loss has decreased, and such decrease can be related objectively to conditions and changes in factors occurring after the impairment was initially recognized, the previously recognized impairment loss is reversed. The impairment reversal is limited to the lesser of the decrease in impairment or the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

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18

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred consideration

On June 1, 2022, the Company acquired Spin and agreed payment of deferred consideration in shares over three years from the anniversary date of the acquisition date. In each reporting period the fair value of the deferred consideration payable was measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012).

Prior to the next remeasurement period an accretion expense is recorded in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) as the discount is unwound towards the reporting date. Upon remeasurement, any gain or loss on remeasurement is also recorded in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

Convertible debt

On September 5, 2022, the Company entered into a funding agreement for an investment of USD 8,700. The Convertible Debt is an instrument that has three components, two of which together comprise a hybrid financial liability contract:

●	Host debt contract for repayment of USD 10,000 in 24 months’ time (this including an embedded derivative in the form of a foreign currency feature that is not required to be accounted for separately from the host debt contract).
●	Embedded derivatives in the form of a conversion feature and a buy-back option that are together required to be accounted for separately from the host debt contract.
---	---
●	Warrants to purchase up to 979,048 common shares in the Company at an exercise price of CAD 9.28.
---	---

Each of the above three components of the Convertible Debt are accounted for separately, the form of which is dependent upon whether a simplified fair value option approach is taken or not. Under the simplified approach a contract that contains one or more embedded derivatives can be accounted for in its entirety at fair value through profit or loss unless:

a)	the embedded derivatives do not significantly modify the cash flows that otherwise would be required by the contract; or
b)	it is clear with little or no analysis when a similar hybrid instrument is first considered that separation of the embedded derivative(s) is prohibited, such as a prepayment option embedded in a loan that permits the holder to prepay the loan for approximately its amortised cost.
---	---

Under IFRS 9, if the simplified fair value option is taken, all transaction costs incurred in relation to the combined instrument would be recognised in profit or loss immediately. The Company has opted not to take the simplified fair value option and therefore amortises the host debt component over 24 months recognising an accretion expense in each reporting period. The embedded derivative liability is measured at fair value through profit and loss and is remeasured at each reporting date. Any residual balance of the transaction price in respect of the warrants after deducting the fair value of the host debt and derivative liability components upon initial recognition is recorded in the interim unaudited condensed consolidated statements of changes in equity and no further remeasurement is performed. ​

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19

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Short term employee benefits

Short term employee benefits include wages, salaries, compensated absences, and bonuses. Short term employee benefit obligations are measured on an undiscounted basis and are recognized in operating income as the related service is provided or capitalized if the service rendered is in connection with the creation of an intangible asset. A liability is recognized for the amount expected to be paid under short term cash bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Long term employee benefits

Long term employee benefits include severance pay upon retirement and awards for years of service for certain employees. Liabilities towards severance pay and awards for years of service are determined via actuarial valuation using the Projected Unit Credit Method at the reporting date with liabilities towards severance pay being recognized at FVTPL and liabilities towards awards of years of service being recognized at FVOCI. Actuarial gains and losses in service awards are recognized immediately in Net Loss while actuarial gains and losses in severance pay are recognized in Other Comprehensive Income (Loss).

Share based compensation

The Company has stock option plans for directors, officers, employees, and consultants. Each tranche of an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. In addition, the Company also has deferred share unit (“DSU”), restricted share unit (“RSU”) and performance share unit (“PSU”) plans for directors, officers, employees, and consultants. The fair value of each unit is measured as the share price on date of grant with nil exercise price.

Compensation expense is recognized over each tranche’s vesting period, based on the number of awards expected to vest, with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly, with any impact being recognized immediately. When options are exercised, the amount received is credited to share capital and the fair value attributed to these options is transferred from contributed surplus to share capital. In the case of DSUs, RSUs or PSUs, only the fair value attributed to these options is transferred from contributed surplus to share capital.

Equity

Shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. Contributed surplus includes amounts in connection with conversion options embedded in compound financial instruments, share based compensation and the value of expired options and warrants. Accumulated deficit includes all current and prior period income and losses.

Warrants

The Company accounts for warrants using the Black-Scholes option pricing model at the date of issuance. If and when warrants ultimately expire, the applicable amounts are transferred to contributed surplus.

​ ​

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20

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

3    LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

The loss before income taxes is classified as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three Months Ended September 30,			​	Nine Months Ended September 30,
​	****	Note	****	2022	****	2021	​	2022	****	2021
Revenue	​	​	​	20,899	​	12,874	​	61,053	​	42,561
Third-party content	​	​	​	(10,454)	​	(6,263)	​	(28,961)	​	(22,276)
​	​	​	​	​	​	​	​	​	​	​
Gross Profit	​	​	​	10,445	​	6,611	​	32,092	​	20,285
​	​	​	​	**** ​	​	**** ​	​	**** ​	​	**** ​
Salaries and subcontractors	​	​	​	(4,361)	​	(3,698)	​	(13,316)	​	(9,985)
Share based compensation	​	9	​	(843)	​	(1,480)	​	(2,940)	​	(3,680)
​	​	​	​	​	​	​	​	​	​	​
Total employee costs	​	​	​	(5,204)	​	(5,178)	​	(16,256)	​	(13,665)
Depreciation and amortization	​	​	​	(2,475)	​	(1,333)	​	(5,934)	​	(3,220)
IT and hosting	​	​	​	(1,018)	​	(534)	​	(2,076)	​	(1,307)
Professional fees	​	​	​	(1,155)	​	(715)	​	(2,903)	​	(2,300)
Corporate costs	​	​	​	(222)	​	(300)	​	(991)	​	(1,010)
Sales and marketing	​	​	​	(461)	​	(116)	​	(1,731)	​	(334)
Bad debt expense	​	14	​	(357)	​	125	​	(774)	​	(195)
Travel and entertainment	​	​	​	(186)	​	(62)	​	(451)	​	(90)
Transaction and acquisition costs	​	6	​	(362)	​	(204)	​	(708)	​	(1,340)
Other operational costs	​	​	​	(594)	​	(547)	​	(1,715)	​	(1,377)
Selling, General and Administrative Expenses	​	​	​	(12,034)	​	(8,864)	​	(33,539)	​	(24,838)
​	​	​	​	​	​	​	​	​	​	​
Loss on remeasurement of derivative liability	​	6	​	(101)	​	-	​	(101)	​	-
Gain on remeasurement of consideration receivable	​	​	​	-	​	36	​	37	​	48
Gain on remeasurement of deferred consideration	​	5, 11	​	52	​	-	​	521	​	-
Operating Loss	​	​	​	(1,638)	​	(2,217)	​	(990)	​	(4,505)
​	​	​	​	​	​	​	​	​	​	​
Interest income	​	​	​	4	​	16	​	13	​	54
Accretion on liabilities	​	5, 6, 11	​	(232)	​	-	​	(266)	​	-
Gain/(loss) on foreign exchange	​	​	​	18	​	(59)	​	(106)	​	(95)
Interest and financing fees	​	​	​	(36)	​	(56)	​	(165)	​	(186)
Net Interest Expense and Other Financing Charges	​	​	​	(246)	​	(99)	​	(524)	​	(227)
Loss Before Income Taxes	​	​	​	(1,884)	​	(2,316)	​	(1,514)	​	(4,732)

​

​

​

​ ​

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21

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

4   ACQUISITION OF WILD STREAK LLC

On June 2, 2021, the Company announced that it had acquired Wild Streak LLC (“Wild Streak”).

The Company signed a purchase agreement to acquire all of the outstanding membership interests of Wild Streak in a cash and stock transaction for an undiscounted purchase price of EUR 24,680 (USD 30,075). Pursuant to the transaction, the sellers of Wild Streak received EUR 8,268 (USD 10,075) in cash at closing and should receive EUR 16,412 (USD 20,000) worth of common shares of the Company over the next three years, subject to acceleration in the event of a change of control. The fair value of the share consideration is determined using a put option pricing model with volatility of 57.5%, annual dividend rate of 0%, and time to maturity of 1-3 years.

The fair value allocations which follow are based on the purchase price allocations conducted by management.

​

​	​	​
​		Balances
Purchase price:	​	​
Cash	​	8,206
Shares to be issued	​	13,746
Deferred consideration	​	62
Total purchase price	​	22,014
​	​	​
Fair value of assets acquired, and liabilities assumed:	​	​
Cash and cash equivalents	​	124
Accounts receivable	​	408
Trade payables and other liabilities	​	(87)
Net assets acquired and liabilities assumed	​	445
​	​	​
Fair value of intangible assets:	​	​
Brands	​	311
Customer relationships	​	10,857
Intellectual property	​	5,611
Goodwill	​	4,790

​

In the three and nine months ended September 30, 2022, the Company issued 761,754 common shares of the Company as deferred consideration upon the first anniversary of the acquisition of Wild Streak (three and nine months ended September 30, 2021: nil). Subsequently a transfer of EUR 6,764 from shares to be issued to share capital was recorded in the interim unaudited condensed consolidated statements of changes in equity.

Pro-forma revenues and net profit (loss) for the comparative period in 2021

On a pro-forma basis Wild Streak generated revenue of EUR 907 and EUR 2,169 for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2021, this would have resulted in consolidated revenues of EUR 12,874 and EUR 43,570, respectively.

On a pro-forma basis Wild Streak generated net profit of EUR 570 and EUR 1,230 for the three and nine months ended September 30, 2021, respectively. This would have resulted in consolidated net loss of EUR 2,477 and EUR 5,353 for the three and nine months ended September 30, 2021, respectively. ​

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22

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

5   ACQUISITION OF SPIN GAMES LLC

On June 1, 2022, the Company announced that it had acquired Spin Games LLC (“Spin”).

The Company signed a purchase agreement to acquire all of the outstanding membership interests of Spin in a cash and stock transaction for an undiscounted purchase price of EUR 17,179 (USD 18,402). Pursuant to the transaction, the sellers of Spin received EUR 10,626 (USD 11,383) in cash, EUR 1,426 (USD 1,528) in common shares of the Company and is expected to receive EUR 4,347 (USD 4,657) worth of common shares of the Company over the next three years, subject to acceleration in the event of a change of control. The fair value of the deferred consideration is determined using a put option pricing model with volatility of 50.5%, annual dividend rate of 0%, and time to maturity of 1-3 years.

The fair value allocations which follow are based on the preliminary purchase price allocations conducted by management.

​

​	​	​
​		Balances
Purchase price:	​	​
Prepaid consideration	​	2,138
Cash paid upon business combination	​	8,488
Shares	​	1,426
Deferred consideration	​	4,309
Total purchase price	​	16,361
​	​	​
Fair value of assets acquired, and liabilities assumed:	​	​
Property and equipment	​	173
Right-of-use assets	​	104
Cash and cash equivalents	​	256
Trade and other receivables	​	229
Prepaid expenses and other assets	​	94
Trade payables and other liabilities	​	(953)
Deferred revenue	​	(497)
Loans payable	​	(773)
Lease obligations on right of use assets - current	​	(51)
Non-current lease obligations on right of use assets	​	(45)
Non-current liabilities	​	(360)
Deferred tax liabilities	​	(171)
Net assets acquired and liabilities assumed	​	(1,994)
​	​	​
Fair value of intangible assets:	​	​
Intellectual property	​	3,397
Customer relationships	​	9,993
Gaming licences	​	164
Brand	​	952
Trademarks	​	70
Goodwill	​	3,779

​

The Company measured the present value of deferred consideration to be paid in common shares as EUR 4,309 and subsequently recorded an accretion expense of EUR 93 and EUR 127 in the three and nine months ended September 30, 2022, respectively (three and nine months ended September 30, 2021: EUR nil) and a gain on remeasurement of deferred consideration of EUR 52 and EUR 521, respectively (three and nine months ended September 30, 2021: EUR nil).

As at September 30, 2022, deferred consideration of EUR 1,364 and EUR 2,591 has been recorded in current and non-current liabilities, respectively (December 31, 2021: EUR nil in current and non-current liabilities). ​

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23

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

5	ACQUISITION OF SPIN GAMES LLC (CONTINUED)

The present value of deferred consideration is measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012) applying a annual dividend rate of 0.0% and volatility of 50.5% resulting in a DLOM of 9.3%, 14.4% and 17.8% for the first, second and third anniversary settlement of consideration, respectively.

Concurrently with the payment of consideration on June 1, 2022, EUR 661 of loans payable to the sellers of Spin were settled in cash.

Pro-forma revenues and net loss for the comparative period

On a pro-forma basis Spin generated revenue of EUR 842 and EUR 2,308 for the three and nine months ended September 30, 2022, respectively. This would have resulted in consolidated revenues of EUR 20,899 and EUR 62,256 for three and nine months ended September 30, 2022, respectively.

On a pro-forma basis Spin contributed net loss of EUR 1,088 and EUR 2,080 for the three and nine months ended September 30, 2022, respectively. This would have resulted in consolidated net loss of EUR 1,998 and EUR 3,456 for the three and nine months ended September 30, 2022, respectively.

6   CONVERTIBLE DEBT

On September 5, 2022, the Company entered into a Funding Agreement for an investment of EUR 8,770 (USD 8,700) with Lind in the form of a Convertible Debt with a face value of EUR 10,081 (USD 10,000), bearing interest at a rate of 7.5% maturing 24 months after issuance. Net proceeds after deducting transaction fees were EUR 8,053. The face value of the Convertible Debt has a 24-month maturity date and can be paid in cash or be converted into common shares of the Company ("Shares") at a conversion price equal to 87.5% of the five-day volume weighted average price ("VWAP") immediately prior to each conversion. Shares issued upon conversion are subject to a 120-day lock-up period following deal close.

The Funding Agreement contains restrictions on how much may be converted in any particular month, which is limited to 1/20 of outstanding balance or USD 1,000 if exchange volume is above specified minimum, which conversions may be accelerated in certain circumstances. The Company also has the option at any time to buy back the entire remaining balance of the Convertible Debt, subject to a partial conversion right in favor of Lind to convert up to 1/3 of the outstanding amount into Shares in such circumstances. In connection with the Convertible Debt, Lind was issued warrants to purchase up to 979,048 common shares at a price of CAD 9.28 per share for a period of 60 months (Note 8).

The value of the Convertible Debt is equal to the value of the debt-like host instrument based on market participants’ current required yield for debt-like instruments with similar credit quality and terms (excluding the buy-back or conversion options), plus the value of the embedded derivatives.

The host debt component is fair valued by discounting the value of the expected future cash flows under the terms of the Funding Agreement using a market cost of debt of 7.5% for an equivalent non-convertible bond. The fair value of the Convertible Debt without the embedded derivatives (the “Host Debt”) has been estimated by reference to the income approach using a discounted cash flow (“DCF”) method. Using this approach, the present value of the Host Debt on September 5, 2022 was determined to be EUR 8,723 (USD 8,653). As of September 30, 2022 the present value of the Host Debt was remeasured and determined to be EUR 8,924 (USD 8,699).

​ ​

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24

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

6	CONVERTIBLE DEBT (CONTINUED)

To value the embedded derivatives, representing the conversion options (“Conversion Options”), Option Pricing methodology by reference to a Monte Carlo Simulation model (“MCS”) has been applied as a series of 20 call options with a strike price of 87.5% of the 5 day future VWAP immediately prior to each conversion date. Key valuation inputs and assumptions used in the MCS are stock price of CAD 6.188, expected life of between 0.42 and 2.00 years, annualized volatility of between 65.32% and 75.54%, annual risk-free rate of between 3.6% and 3.7%, and annual dividend yield of 0.0%. Based on the average value from 10,000 simulated trials the aggregate fair value of the Conversion Options on September 5, 2022 was calculated as EUR 3,562 (CAD 4,646).

The aggregate fair value of the Host Debt and Conversion Options exceeds the transaction price of EUR 8,700. Therefore, under the provisions of IFRS 9, the embedded derivatives (being the Conversion Options) were fair valued first and the Host Debt was allocated the residual balance. The warrants component of the Convertible Debt was allocated the residual interest of EUR nil.

​

The Company incurred transaction costs of EUR 717 related to the issuance of the convertible debt and were allocated proportionally to the Host Debt and Conversion Options in the amount of EUR 426 and EUR 291, respectively. All costs allocated to the Conversion Options were expensed as transaction and acquisition costs under selling, general and administrative expenses in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

​

​	​	​	​	​	​	​
​		Convertible debt	****	Derivative liability		Total
Balance at issuance - September 5, 2022	​	5,208	​	3,562	​	8,770
Issuance costs	​	(426)	​	—	​	(426)
Accretion expense	​	133	​	—	​	133
Loss on remeasurement of derivative liability	​	—	​	101	​	101
(Gain) / loss on foreign exchange	​	212	​	—	​	212
Foreign exchange translation	​	(127)	​	(95)	​	(222)
September 30, 2022	​	5,000	​	3,568	​	8,568

​

On September 30, 2022 the aggregate fair value of the Conversion Options was calculated as EUR 3,568 (CAD 4,781). Key valuation inputs and assumptions used are stock price of CAD 6.188, expected life of between 0.42 and 2.0 years, annualized volatility of between 65.34% and 79.01%, annual risk-free rate of between 3.8% and 4.0%, and annual dividend yield of 0.0%.

For the three and nine months ended September 30, 2022, an accretion expense of EUR 133 was recognised in net interest expense and other financing charges (three and nine months ended September 30, 2021: EUR nil) in respect of the Host Debt component. For the three and nine months ended September 30, 2022, a loss on remeasurement of derivative liability of EUR 101 (three and nine months ended September 30, 2021: EUR nil) was recognised in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

​ ​

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25

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

7   SHARE CAPITAL

Authorized - Unlimited Common Shares, fully paid

The following is a continuity of the Company’s share capital:

​

​	​	​	​	​	​	​	​	​
​		​		Note	****	Number		Value
January 1, 2021	​	Balance	​	​	​	13,111,248	​	62,304
January 11, 2021, to February 22, 2021	​	Exercise of warrants	​	8	​	1,554,082	​	11,916
January 21, 2021, to February 18, 2021		Exercise of broker warrants	​	8	​	160,548	​	897
January 13, 2021		Shares issued on completion of private placement	​	​	​	247,934	​	1,918
January 18, 2021		Shares issued upon completion of Oryx earn-out	​	​	​	4,700,000	​	22,000
March 12, 2021, to March 17, 2021		Issuance of share capital upon exercise of RSUs	​	9	​	50,000	​	267
June 9, 2021, to September 20, 2021		Issuance of share capital upon exercise of stock options	​	9	​	132,220	​	983
​		Rounding of fractional shares after consolidation	​	​	​	2	​	—
September 30, 2021	****	Balance	​	​	​	19,956,034	​	100,285
​	​	​	​	​	​	​	​	​
January 1, 2022		Balance	​	​	​	19,956,034	​	100,285
March 17, 2022, to September 12, 2022		Issuance of share capital upon exercise of FSOs	​	9	​	7,800	​	20
March 22, 2022		Issuance of share capital upon exercise of DSUs	​	9	​	97,045	​	1,407
June 1, 2022		Shares issued upon completion of Spin acquisition	​	5	​	285,135	​	1,426
June 16, 2022		Shares issued upon settlement of deferred consideration	​	4	​	761,754	​	6,764
September 30, 2022	****	Balance	​	​	​	21,107,768	​	109,902

​

The Company’s Common Shares have no par value.

Effective as of April 30, 2021, the Company underwent a reverse stock split on the basis of one post-consolidation Common Share for every ten pre-consolidation Common Shares (1-for-10). The share capital has been reported on a post-consolidation basis (Note 1).

Private placement

On January 13, 2021, the Company completed a non-brokered private placement offering comprised of 247,934 Common Shares at a price of CAD 12.10 per share for aggregate gross proceeds of EUR 1,937 less EUR 19 in issuance costs resulting in net proceeds of EUR 1,918. This offering was exclusively taken up by Company employees and Board members and was subject to a hold period expiring May 14, 2021. No commission or finder’s fee was paid in connection with the offering.

Completion of Oryx earn-out

On January 18, 2021, the Company satisfied its earn-out obligations to K.A.V.O. Holdings Limited via a combination of cash and Common Shares of the Company. A total of 4,700,000 Common Shares of the Company were issued to the vendor with a recorded fair-value of EUR 22,000. The Common Shares were subject to a hold period expiring May 19, 2021.

​ ​

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26

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

7	SHARE CAPITAL (CONTINUED)

Completion of Oryx earn-out (continued)

In connection with this transaction Matevž Mazij became a “control person” of the Company, in accordance with section 1(1) of the Ontario Securities Act, with a total shareholding through K.A.V.O. Holdings Limited of 4,900,000 Common Shares representing over 27% of the outstanding Common Shares of the Company as of the settlement date.

8	WARRANTS

The following are continuities of the Company’s warrants:

​

​	​	​	​	​	​	​	​	​
​	​	​	​	Warrants	​	Warrants	​	​
​	​	​	​	issued as part of	​	issued upon	​	Broker
Number of Warrants		​	****	convertible debt	****	Public Offering		warrants
January 1, 2021		Balance	​	—	​	1,478,512	​	177,434
January 11, 2021 to February 22, 2021		Exercise of warrants	​	—	​	(1,554,082)	​	—
January 21, 2021 to February 18, 2021		Exercise of broker warrants	​	—	​	80,274	​	(160,548)
February 22, 2021		Expiry of warrants	​	—	​	(4,704)	​	—
September 30, 2021	****	Balance	​	—	​	—	​	16,886
​	​	​	​	​	​	​	​	​
January 1, 2022	​	Balance	​	—	​	—	​	16,886
September 5, 2022	​	Issue of warrants	​	979,048	​	—	​	—
September 30, 2022	****	Balance	​	979,048	​	—	​	16,886

​

Each unit consists of the following characteristics:

​

​	​	​	​	​	​	​
​	​	Warrants	​	Warrants	​	​
​	​	issued as part of	​	issued upon	​	Broker
​		convertible debt		Public Offering	****	warrants
Number of shares	​	1	​	1	​	1
Number of Warrants	​	—	​	—	​	0.5
Exercise price of unit (CAD)	​	9.28	​	1.00	​	7.00

​

Warrants issued upon completion of Public Offering

Upon completion of the Public Offering on November 18, 2020, 1,478,612 Public Offering Warrants were issued resulting in an increase in the fair value of Public Offering Warrants of EUR 1,887, before issuance costs.

Between January 11, 2021, and February 22, 2021, 1,554,082 Public Offering Warrants were exercised resulting in issuance of 1,554,082 shares and cash receipt of EUR 10,085. An increase in share capital of EUR 11,916 and decrease in fair value of warrants of EUR 1,831 was recognized in the interim unaudited condensed consolidated statements of changes in equity. On February 22, 2021, 4,704 Public Offering Warrants expired resulting in a decrease in fair value of warrants and corresponding increase in contributed surplus of EUR 7. ​

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27

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

8	WARRANTS (CONTINUED)

Broker Warrants issued upon completion of Public Offering

Upon completion of the Public Offering on November 18, 2020, 177,434 broker warrants (“Broker Warrants”) were issued resulting in an increase in the fair value of warrants of EUR 399, a decrease in share capital of EUR 331 and decrease in fair value of warrants of EUR 68.

Between January 21, 2021 and February 18, 2021, 160,548 Broker Warrants were exercised for 160,548 Common Shares and 80,274 Public Offering Warrants resulting in an increase in share capital of EUR 897, an increase in fair value of warrants of EUR 196 and decrease in fair value of Broker Warrants of EUR 361. Broker Warrants may still be exercised for Common Shares until date of expiry.

Warrants issued upon completion of Financing Arrangement

Upon completion of the Financing Arrangement (Note 6) on September 5, 2022, 979,048 warrants were issued with an exercise price of CAD 9.28 per warrant, each convertible to one common share of the Company and expiring 5 years after the issuance date. Under the acceleration provisions of the warrants agreement, if the Company’s common shares trade at or above CAD 11.60 for 30 consecutive trading days, the Company has the right to issue an exercise notice to warrant holders to exercise their warrants before the end of 21 days, otherwise 50% of the warrants expire. Similarly, if the Company’s common shares trade at or above CAD 18.56 for 30 consecutive trading days, the Company has the right to issue an exercise notice to warrant holders to exercise all their warrants before the end of 21 days, otherwise all the warrants expire.

​

Upon allocating the transaction price of the Financing Arrangement between its components of host debt liability, derivative liability and warrants, the combined fair value of the host debt liability and derivative liability exceeded the transaction price. Therefore, no residual fair value was allocated to the warrant component of the instrument in the interim unaudited condensed consolidated statements of changes in equity.

​

9	SHARE BASED COMPENSATION

The Company maintains an Omnibus Incentive Equity Plan (“OEIP”) for certain employees and consultants. The plan was approved at an annual and special meeting of shareholders on November 27, 2020. At the annual and special meeting of shareholders of the Company held on April 28, 2021, the shareholders approved the increase in the number of Common Shares available for issuance as awards under the plan from 3,180,000 to 3,965,000.

​ ​

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28

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

9	SHARE BASED COMPENSATION (CONTINUED)

The following is a continuity of the Company’s equity incentive plans:

​

​	​	​	​	​	​	​	​	​
​	****	DSU	****	RSU	****	FSO
​	​	​	​	​	​	​	​	Weighted
​	​	Outstanding	​	Outstanding	​	Outstanding	​	Average
​	​	DSU Units	​	RSU Units	​	FSO Options	​	Exercise
​	​	(Number of	​	(Number of	​	(Number	​	Price / Share
​	****	of shares)	****	of shares)	****	of shares)	****	CAD
Balance as at January 1, 2021	​	120,000	​	210,000	​	1,228,410	​	6.37
Granted	​	158,800	​	75,000	​	1,032,512	​	13.98
Exercised	​	-	​	(50,000)	​	(132,220)	​	7.08
Forfeited / Cancelled	​	-	​	-	​	(4,629)	​	2.30
Balance as at September 30, 2021	​	278,800	​	235,000	​	2,124,073	​	10.04
​	​	​	​	​	​	​	​	​
Balance as at January 1, 2022	​	246,945	​	235,000	​	1,816,302	​	8.95
Granted	​	125,000	​	503,000	​	458,797	​	7.76
Exercised	​	(97,045)	​	-	​	(7,800)	​	2.30
Forfeited / Cancelled	​	-	​	-	​	(170,538)	​	14.65
Balance as at September 30, 2022	​	274,900	​	738,000	​	2,096,761	​	8.25

​

The following table summarizes information about the outstanding share options as at September 30, 2022:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Outstanding					​	Exercisable
​	​	​	​	Weighted	​	Weighted	​	​	​	Weighted
​	​	​	​	Average	​	Average	​	​	​	Average
​	​	Options	​	Remaining	​	Exercise	​	Options	​	Exercise
Range of exercise	​	(Number	​	Contractual	​	Price / Share	​	(Number	​	Price / Share
prices (CAD)	****	of shares)	****	Life (Years)	****	CAD	****	of shares)	****	CAD
2.30 - 5.00	​	246,725	​	2	​	3.05	​	226,042	​	3.06
5.01 - 5.60	​	200,000	​	1	​	5.60	​	200,000	​	5.60
5.61 - 8.62	​	1,091,655	​	5	​	7.78	​	752,360	​	7.93
8.63 - 33.30	​	558,381	​	8	​	12.42	​	219,576	​	12.67
​	​	2,096,761	​	5	​	8.25	​	1,397,978	​	7.55

​

The following table summarizes information about the outstanding share options as at September 30, 2021:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Outstanding					​	Exercisable
​	​	​	​	Weighted	​	Weighted	​	​	​	Weighted
​	​	​	​	Average	​	Average	​	​	​	Average
​	​	Options	​	Remaining	​	Exercise	​	Options	​	Exercise
Range of exercise	​	(Number	​	Contractual	​	Price / Share	​	(Number	​	Price / Share
prices (CAD)	****	of shares)	****	Life (Years)	****	CAD	****	of shares)	****	CAD
2.30 - 5.00	​	257,151	​	3	​	3.02	​	174,916	​	3.19
5.01 - 5.60	​	200,000	​	2	​	5.60	​	185,417	​	5.60
5.61 - 8.62	​	632,858	​	4	​	7.80	​	632,858	​	7.80
8.63 - 33.30	​	1,034,064	​	9	​	14.01	​	47,143	​	13.91
​	​	2,124,073	​	6	​	10.04	​	1,040,334	​	6.91

​ ​

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29

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

9	SHARE BASED COMPENSATION (CONTINUED)

During the three and nine months ended September 30, 2022, a share-based compensation charge of EUR 448 and EUR 1,686, respectively, has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) (three months and nine months ended September 30, 2021: EUR 832 and EUR 916, respectively) in relation to the fixed stock options.

During the three and nine months ended September 30, 2022, the Company granted 185,797 and 458,797 share options, respectively, (three and nine months ended September 30, 2021: 1,027,512 and 1,032,512 share options) with a weighted average exercise price of CAD 6.50 and CAD 7.76 per share (three and nine months ended September 30, 2021: CAD 13.99 and CAD 13.98 per share) and a fair value of EUR 437 and EUR 1,343 (three and nine months ended September 30, 2021: EUR 5,150 and 5,182).

The assumptions used to measure the grant date fair value of FSO options under the Black-Scholes valuation model for the three and nine months ended September 30, 2022 were as follows:

​

​	​	​
Expected dividend yield (%)		0.0
Expected share price volatility (%)	​	64.2 - 64.7
Risk-free interest rate (%)	​	2.2 - 3.3
Expected life of options (years)	​	5.0
Share price (CAD)	​	5.84 - 8.18
Forfeiture rate (%)	​	0.0

​

The assumptions used to measure the grant date fair value of FSO options under the Black-Scholes valuation model for the three and nine months ended September 30, 2021 were as follows:

​

​	​	​
Expected dividend yield (%)		0.0
Expected share price volatility (%)	​	63.4 - 65.3
Risk-free interest rate (%)	​	0.4 - 0.8
Expected life of options (years)	​	5.0
Share price (CAD)	​	14.04 - 15.80
Forfeiture rate (%)	​	0.0

​

During the three and nine months ended September 30, 2022, 1,900 and 7,800 common shares, respectively, were issued upon exercise of fixed stock options (three and nine months ended September, 2021: 7,220 and 132,220). Upon exercise of fixed stock options, for the three and nine months ended September 30, 2022, EUR 1 and EUR 6, respectively, (three and nine months ended September 30, 2021: EUR 6 and EUR 347) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of fixed stock options during the three and nine months ended September 30, 2022, totaled EUR 4 and EUR 14, respectively (three and nine months ended September 30, 2021: EUR 11 and EUR 636).

​ ​

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30

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

9	SHARE BASED COMPENSATION (CONTINUED)

Deferred Share Units

Exercises of grants may only be settled in shares, and only when the employee or consultant has left the Company. Under the plan, the Company may grant options of its shares at nil cost that vest immediately.

During the three and nine months ended September 30, 2022, 125,000 DSUs (three and nine months ended September 30, 2021: 25,000 and 158,800 DSUs) were granted with a fair value of CAD 8.18 per unit (three and nine months ended September 30, 2021: CAD 10.96 and CAD 21.80) determined as the share price on the date of grant.

During the three and nine months ended September 30, 2022, a share-based compensation charge of EUR 133 and EUR 507, respectively, has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) (three and nine months ended September 30, 2021: EUR 306 and EUR 1,580, respectively) in relation to the deferred share units.

During the three and nine months ended September 30, 2022, 97,045 common shares were issued upon exercise of DSUs (three and nine months ended September 30, 2021: nil). For the three and nine months ended September 30, 2022, upon exercise of DSUs, EUR 1,407 (three and nine months ended September 30, 2021: EUR nil) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

Restricted Share Units

During the three and nine months ended September 30, 2022, and 423,000 and 503,000 RSUs, were granted, respectively (three and nine months ended September 30, 2021: 75,000), with a fair value of CAD 5.56 to 7.94 per unit (three and nine months ended September 30, 2021: CAD 21.80 per unit) determined as the share price on the date of grant.

During the three and nine months ended September 30, 2022, a share-based compensation charge of EUR 262 and EUR 747, respectively, has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) (three and nine months ended September 30, 2021: EUR 342 and EUR 1,184, respectively) in relation to the RSUs.

During the three and nine months ended September 30, 2022, nil Common Shares were issued upon exercise of nil RSUs (three months and nine months ended September 30, 2021: 50,000 Common Shares were issued upon exercise of 50,000 RSUs). During the three months and nine months ended September 30, 2021, upon exercise of RSUs, EUR 267 was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

​ ​

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31

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

10   GOODWILL

The following is a continuity of the Company’s goodwill:

​

​	​	​
As at January 1, 2021	​	19,938
Goodwill recognized upon acquisition of Wild Streak LLC (Note 4)	​	4,790
As at December 31, 2021	​	24,728
​	​	​
Goodwill recognized upon acquisition of Spin Games LLC (Note 5)	​	3,779
As at September 30, 2022	​	28,507

​

The carrying amount of goodwill is attributed to the Oryx Gaming, Wild Streak and Spin CGUs. The Company completed its annual impairment tests for goodwill of Oryx Gaming and Wild Streak as at December 31, 2021 and concluded that there was no impairment.

11   DEFERRED AND CONTINGENT CONSIDERATION

The following is a continuity of the Company’s deferred and contingent consideration:

​

​	​	​
Balance as at January 1, 2021	​	11,521
Deferred consideration payable upon business combination (Note 4)	​	62
Cash paid on settlement of deferred and contingent consideration	​	(11,583)
Balance as at December 31, 2021	​	—
​	​	​
Deferred consideration payable upon business combination (Note 5)	​	4,309
Accretion expense	​	127
Gain on remeasurement of deferred consideration	​	(521)
Effect of movement in exchange rates	​	40
Balance as at September 30, 2022	​	3,955

​

Oryx Gaming International LLC

The Company completed the acquisition of Oryx Gaming International LLC together with its subsidiaries on December 20, 2018. The vendor is now part of the Company’s key management, though was not at the time of the acquisition. Deferred and contingent consideration on December 31, 2020, related to cash earnout payments due in relation to the Oryx acquisition.

All contingent liabilities in relation to the acquisition of Oryx were settled in full to the Oryx vendor on January 18, 2021, following shareholder approval on November 27, 2020. On January 18, 2021, the Company satisfied its earn-out obligations to K.A.V.O. Holdings Limited via a combination of cash and Common Shares (Note 7) of the Company. Cash paid totaled EUR 11,598, of which EUR 11,521 fully settled deferred and contingent consideration payable, EUR 52 settled interest payable and EUR 25 settled legal fees.

​ ​

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32

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

11	DEFERRED AND CONTINGENT CONSIDERATION (CONTINUED)

Wild Streak LLC

The Company completed the acquisition of Wild Streak LLC effective on June 2, 2021. The Company agreed a cash payment of USD 75 (EUR 62) to the vendor in relation to working capital provided prior to completion to be settled on or about the sixtieth day following closing of the transaction. This amount was subsequently settled with the vendor on September 3, 2021.

Spin Games LLC

The Company completed the acquisition of Spin Games LLC effective on June 1, 2022. The Company agreed deferred consideration payments in common shares of the Company over three years from the effective date recorded with a present value of EUR 4,309. The discount for lack of marketability (DLOM) was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of 50.5%, an annual dividend rate of 0% and time to maturity of 1-3 years.

In the three and nine months ended September 30, 2022, an accretion expense of EUR 93 and EUR 127 respectively (three and nine months ended September 30, 2021: nil) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss).

In the three and nine months ended September 30, 2022, a gain on remeasurement of deferred consideration of EUR 52 and EUR 521 (three and nine months ended September 30, 2021: nil) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss). ​

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33

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

12   INTANGIBLE ASSETS

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Deferred	​	​	​	​	​	​	​	​
​	​	Intellectual	​	Development	​	Customer	​	​	​	​	​	​
​	****	Property		Costs		Relationships		Brands		Other		Total
Cost	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2020	​	8,966	​	3,297	​	4,903	​	1,357	​	174	​	18,697
Additions	​	237	​	2,889	​	—	​	—	​	17	​	3,143
Disposal	​	—	​	—	​	—	​	—	​	(128)	​	(128)
Acquired through business combination (Note 4)	​	5,611	​	—	​	10,857	​	311	​	—	​	16,779
Effect of movement in exchange rates	​	409	​	—	​	824	​	24	​	1	​	1,258
​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2021	​	15,223	​	6,186	​	16,584	​	1,692	​	64	​	39,749
Additions	​	463	​	4,687	​	—	​	—	​	7	​	5,157
Acquired through business combination (Note 5)	​	3,397	​	—	​	9,993	​	952	​	234	​	14,576
Effect of movement in exchange rates	​	1,314	​	47	​	2,879	​	149	​	26	​	4,415
Balance as at September 30, 2022	​	20,397	​	10,920	​	29,456	​	2,793	​	331	​	63,897
​	​	​	​	​	​	​	​	​	​	​	​	​
Accumulated Amortization	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2020	​	2,288	​	830	​	994	​	276	​	30	​	4,418
Amortization	​	1,594	​	1,581	​	1,154	​	155	​	15	​	4,499
Disposal	​	—	​	—	​	—	​	—	​	(39)	​	(39)
Effect of movement in exchange rates	​	8	​	—	​	18	​	—	​	—	​	26
​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2021	​	3,890	​	2,411	​	2,166	​	431	​	6	​	8,904
Amortization	​	1,664	​	2,181	​	1,590	​	163	​	25	​	5,623
Effect of movement in exchange rates	​	193	​	—	​	197	​	6	​	—	​	396
Balance as at September 30, 2022	​	5,747	​	4,592	​	3,953	​	600	​	31	​	14,923
​	​	​	​	​	​	​	​	​	​	​	​	​
Carrying Amount	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Balance as at December 31, 2021	​	11,333	​	3,775	​	14,418	​	1,261	​	58	​	30,845
Balance as at September 30, 2022	​	14,650	​	6,328	​	25,503	​	2,193	​	300	​	48,974

​

In the three- and nine months ended September 30, 2022, amortization expense of EUR 2,336 and EUR 5,623 and was recognized within selling, general and administrative expenses, respectively (three and nine months ended September 30, 2021: EUR 1,255 and EUR 2,996, respectively).

​ ​

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34

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

13   CASH AND CASH EQUIVALENTS

As at September 30, 2022 and 2021, cash and cash equivalents consisted of cash held in banks, marketable investments with an original maturity date of 90 days or less from the date of acquisition, and prepaid credit cards.

14	TRADE AND OTHER RECEIVABLES

The following is an aging of the Company’s trade and other receivables:

​

​	​	​	​	​
​	​	As at	​	As at
​	​	September 30,	​	December 31,
​	****	2022	****	2021
Less than one month	​	11,601	​	8,717
Between two and three months	​	1,221	​	747
Greater than three months	​	1,629	​	1,405
​	​	14,451	​	10,869
Provision for expected credit losses	​	(2,691)	​	(2,415)
Trade and Other Receivables	​	11,760	​	8,454

​

The balance of accrued income is included in receivables aged less than one month as this balance will be converted to accounts receivable upon issuance of sales invoices.

The following is a continuity of the Company’s provision for expected credit losses related to trade and other receivables:

​

​	​	​	​	​
Balance as at December 31, 2020		​		1,755
Net additional provision for doubtful debts	​	​	​	602
Provision for late interest receivable	​	​	​	58
Balance as at December 31, 2021	​	​	​	2,415
Bad debt written-off	​	​	​	(498)
Net additional provision for doubtful debts	​	​	​	774
Balance as at September 30, 2022	​	​	​	2,691

​

​

​

​

15   PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets comprises:

​

​	​	​	​	​
​	​	As at	​	As at
​	​	September 30,	​	December 31,
​	****	2022	****	2021
Prepayments	​	1,642	​	2,372
Deposits	​	64	​	50
Other assets	​	289	​	20
Prepaid Expenses and Other Assets	​	1,995	​	2,442

​

As at September 30, 2022, prepayments include EUR nil in prepaid consideration (Note 1) (December 31, 2021: EUR 1,187).

​ ​

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35

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

16	TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:

​

​	​	​	​	​
​	​	As at	​	As at
​	​	September 30,	​	December 31,
​	****	2022	****	2021
Trade payables	​	2,852	​	1,464
Accrued liabilities	​	16,541	​	12,380
Sales tax payable	​	-	​	444
Other payables	​	512	​	69
Trade Payables and Other Liabilities	​	19,905	​	14,357

​

​

​

​

​

17	RELATED PARTY TRANSACTIONS

The Company’s policy is to conduct all transactions and settle all balances with related parties on market terms and conditions for those in the normal course of business. Transactions between the Company and its consolidated entities have been eliminated on consolidation and are not disclosed in this note.

Key Management Personnel

The Company’s key management personnel are comprised of members of the Board and the executive team which consists of the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), Chief Strategy Officer (“CSO”) and Chief Technology Officer (“CTO”). Three key management employees are also shareholders in the Company.

Transactions and balances between the Company and its key management personnel are as follows:

Interim unaudited condensed consolidated statements of loss and comprehensive income (loss)

●	Revenues for the three and nine months ended September 30, 2022, to a shareholder of the Company totaled EUR 22 and EUR 76, respectively (three and nine months ended September 30, 2021: EUR 44 and EUR 93, respectively).
●	Total compensation for salaries, director fees, share-based compensation, and short-term employee benefits of key management personnel of the Company for the three and nine months ended September 30, 2022, totaled EUR 1,450 and EUR 4,095, respectively (three and nine months ended September 30, 2021: EUR 2,136 and EUR 6,480, respectively).
---	---
●	Total compensation for salaries and short-term employee benefits of vendors of the sale of Wild Streak and Spin and subsequently employees of the Company for the three and nine months ended September 30, 2022, totaled EUR 421 and EUR 768, respectively (three and nine months ended September 30, 2021: EUR 151 and EUR 188, respectively).
---	---
●	Gain on remeasurement of deferred consideration payable to the vendors of Spin and subsequently employees of the Company for the three and nine months ended September 30, 2022, totaled EUR 51 And EUR 521, respectively (three and nine months ended September 30, 2021: EUR nil).
---	---
●	Interest expense on deferred consideration payable to the vendors of Spin and subsequently employees of the Company for the three and nine months ended September 30, 2022, totaled EUR 94 and EUR 127, respectively (three and nine months ended September 30, 2021: EUR nil).
---	---

​

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36

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

17	RELATED PARTY TRANSACTIONS (CONTINUED)
●	Interest expense on deferred and contingent consideration payable to the former Managing Director of Oryx for the three and nine months ended September 30, 2022, totaled EUR nil (three and nine months ended September 30, 2021: EUR nil and EUR 52).
---	---
●	During the three and nine months ended September 30, 2022, legal fees of EUR nil payable to the former Managing Director of Oryx in relation to the Oryx earn-out was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) (three and nine months ended September 30, 2021: EUR nil and EUR 25).
---	---
●	During the three and nine months ended September 30, 2022, professional fees of EUR nil and EUR 22, respectively, payable to a related businesses of a member of the Board of the Company was recognized in the consolidated statements of loss and comprehensive loss (three and nine months ended September 30, 2021: EUR 2 and EUR 87, respectively).
---	---

Interim Unaudited Condensed Consolidated Statements of Financial Position

●	As at September 30, 2022, EUR 16 of trade and other receivables was receivable from the former Managing Director of Oryx and other shareholders (December 31, 2021: EUR 47).
●	As at September 30, 2022, EUR nil of prepaid expenses and other assets was receivable from a related business of a non-executive director of the Company (December 31, 2021: EUR 62).
---	---
●	As at September 30, 2022, EUR 774 of trade payables and other liabilities was due to the Company’s key management personnel (December 31, 2021: EUR 1,924).
---	---
●	As at September 30, 2022, EUR 133 of trade payables and other liabilities was due to the vendors of the sale of Wild Streak and Spin and subsequently employees of the Company (December 31, 2021: EUR 62).
---	---
●	As at September 30, 2022, EUR 3,956 of deferred consideration (Note 11) was payable to the vendors of Spin and subsequently employees of the Company (December 31, 2021: EUR nil).
---	---

Interim Unaudited Condensed Consolidated Statements of Changes in Equity

●	During the three and nine months ended September 30, 2022, EUR nil, of share capital (three and nine months ended September 30, 2021: EUR nil and EUR 22,000, respectively) was issued to the former Managing Director of Oryx upon completion of the earn-out (Note 10). A corresponding decrease in shares to be issued was recognized in the interim unaudited condensed consolidated statements of changes in equity.
●	During the three and nine months ended September 30, 2022, EUR 6,764 of share capital (three and nine months ended September 30, 2021: EUR 13,746) was issued to the vendors of Wild Streak (Note 4). A corresponding decrease in shares to be issued was recognized in the interim unaudited condensed consolidated statements of changes in equity.
---	---
●	During the three and nine months ended September 30, 2022, EUR 1,426, of share capital (three and nine months ended September 30, 2021: EUR nil) was issued to the vendors of Spin (Note 5) as share consideration for the acquisition of Spin.
---	---

​ ​

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37

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

17	RELATED PARTY TRANSACTIONS (CONTINUED)
●	During the three and nine months ended September 30, 2022, EUR 6,981 of shares to be issued (three and nine months ended September 30, 2021: EUR 13,746) to the vendors for the sale of Wild Streak (Note 4) was recognized in the interim unaudited condensed consolidated statements of changes in equity.
---	---
●	During the three and nine months ended September 30, 2022, EUR nil of additional share capital was recognized in the interim unaudited condensed consolidated statements of changes in equity in relation to the private placement by key management personnel of the Company (three and nine months ended September 30, 2021: EUR nil and EUR 1,918, respectively).
---	---
●	During the three and nine months ended September 30, 2022, EUR nil additional share capital, was recognized in the interim unaudited condensed consolidated statements of changes in equity for exercise of DSUs, RSUs and FSOs by key management personnel of the Company (Note 9) (three and nine months ended September 30, 2021: EUR nil and EUR 410, respectively).
---	---

Interim Unaudited Condensed Consolidated Statements of Cash Flows

●	During the three and nine months ended September 30, 2022, a total of EUR nil in payments were made to the former Managing Director of Oryx for deferred consideration (nine months ended September 30, 2021: EUR 11,521.
●	During the three and nine months ended September 30, 2022, a total of EUR nil in payments were made to the former Managing Director of Oryx for interest on deferred and contingent consideration payable (nine months ended September 30, 2021: EUR 140).
---	---
●	During the three and nine months ended September 30, 2022, a total of EUR 10,626 in cash consideration payments were made to the vendors of the sale of Spin and Wild Streak (nine months ended September 30, 2021: EUR 8,271).
---	---
●	During the three and nine months ended September 30, 2022, a total of EUR 664 in loan payments were made to the vendors of the sale of Spin (nine months ended September 30, 2021: EUR nil).
---	---

​ ​

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38

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

18   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The financial instruments measured at amortized cost are summarized below:

Financial Assets

​

​	​	​	​	​
​	​	Financial assets as subsequently
​	​	measured at amortized cost
​	​	September 30,	​	December 31,
​		2022	****	2021
Trade and other receivables	​	11,760	​	8,454

​

Financial Liabilities

​

​	​	​	​	​
​	​	Financial liabilities as subsequently
​	​	measured at amortized cost
​	​	September 30,	​	December 31,
​		2022	****	2021
Trade payables	​	2,852	​	1,464
Accrued liabilities	​	16,541	​	12,380
Convertible debt	​	5,000	​	-
Other liabilities	​	512	​	69
Lease obligations on right of use assets	​	829	​	600
​	​	25,734	​	14,513

​

The carrying values of the financial instruments approximate their fair values.

Fair Value Hierarchy

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments.

​

​	​	​	​	​	​				​	​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2022								​			December 31, 2021
​	****	Level 1	****	Level 2	****	Level 3	****	Total		****			Level 1	****	Level 2	****	Level 3	****	Total
Financial assets	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Fair value through profit and loss:	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Cash and cash equivalents	​	17,183	​	-	​	-	​	17,183		​			16,006	​	-	​	-	​	16,006
Consideration receivable	​	-	​	-	​	-	​	-		​			-	​	-	​	56	​	56
​	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Fair value through profit and loss:	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Derivative liability	​	-	​	3,568	​	-	​	3,568		​			-	​	-	​	-	​	-
Deferred consideration	​	-	​	3,955	​	-	​	3,955		​			-	​	-	​	-	​	-
Other liabilities	​	-	​	-	​	36	​	36		​			-	​	-	​	36	​	36
​	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Fair value through other comprehensive income (loss):	​	​	​	​	​	​	​	​		​			​	​	​	​	​	​	​
Other liabilities	​	-	​	-	​	148	​	148		​			-	​	-	​	148	​	148

​

​ ​

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39

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

18	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Fair Value Hierarchy (continued)

There were no transfers between the levels of the fair value hierarchy during the periods.

As a result of holding and issuing financial instruments, the Company is exposed to certain risks. The following is a description of those risks and how the exposures are managed.

Liquidity risk

Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash and cash equivalents in a cost-effective manner to fund its obligations as they come due. The Company will experience liquidity risks if it fails to maintain appropriate levels of cash and cash equivalents, is unable to access sources of funding or fails to appropriately diversify sources of funding. If any of these events were to occur, they could adversely affect the financial performance of the Company.

The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through its capital management process. The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The Company is not subject to any externally imposed capital requirements.

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at September 30, 2022:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	2022	****	2023	****	2024	****	2025	****	Thereafter	****	Total
Trade payables and other liabilities	​	19,905	​	-	​	-	​	-	​	-	​	19,905
Lease obligations on right of use assets	​	110	​	287	​	161	​	160	​	-	​	718
Convertible debt	​	-	​	-	​	10,259	​	-	​	-	​	10,259
Other non-current liabilities	​	-	​	1	​	1	​	1	​	236	​	239
​	​	20,015	​	288	​	10,421	​	161	​	236	​	31,121

​

​ ​

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40

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

18	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Credit risk

The Company is exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to the Company including cash and cash equivalents, other assets and accounts receivable. Failure to manage credit risk could adversely affect the financial performance of the Company.

The risk related to cash and cash equivalents is reduced by policies and guidelines that require that the Company enters into transactions only with counterparties or issuers that have a minimum long term “BBB” credit rating from a recognized credit rating agency. The Company mitigates the risk of credit loss relating to accounts receivable by evaluating the creditworthiness of new customers and establishes a provision for expected credit losses. The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, Financial Instruments, which permits the use of the lifetime expected loss provision for all accounts receivable. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at September 30, 2022:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Aging (months)					​	​
​		Note	****	<1	****	1 - 3	****	>3	****	Total
Gross accounts receivable	​	14	​	11,601	​	1,221	​	1,629	​	14,451
Expected loss rate	​	​	​	5.40%	​	46.68%	​	91.71%	​	18.62%
Expected Loss Provision	​	14	​	627	​	570	​	1,494	​	2,691

​

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2021:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Aging (months)					​	​
​		Note	****	<1	****	1 - 3	****	>3	****	Total
Gross accounts receivable	​	14	​	8,717	​	747	​	1,405	​	10,869
Expected loss rate	​	​	​	6.31%	​	71.62%	​	94.66%	​	22.22%
Expected Loss Provision	​	14	​	550	​	535	​	1,330	​	2,415

​

Gross accounts receivable includes the balance of accrued income within the aging category of less than one month.

Concentration risk

For the three months ended September 30, 2022, one customer (three months ended September 30, 2021: two customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 8,859 (three months ended September 30, 2021: EUR 2,998).

For the nine months ended September 30, 2022, one customer (nine months ended September 30, 2021: two customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 27,847 (nine months ended September 30, 2021: EUR 10,509).

As at September 30, 2022, one customer (December 31, 2021: one customer) constituted more than 10% to the Company’s accounts receivable. The balance owed by this customer totaled EUR 2,841 (December 31, 2021: EUR 4,305).

​ ​

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41

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

19	SUPPLEMENTARY CASHFLOW INFORMATION

Cash flows arising from changes in non-cash working capital are summarized below:

​

​	​	​	​	​
​	​	Nine Months Ended September 30,
Cash flows arising from movement in:	****	2022	****	2021
Trade and other receivables		(3,077)		3,014
Prepaid expenses and other assets		(778)		(1,713)
Deferred revenue		588		576
Trade payables and other liabilities		4,595		(593)
Other liabilities - non-current		36		38
Changes in Non-Cash Working Capital	​	1,364	​	1,322

​

For the nine months ended September 30, 2022, cash flows arising from movement in prepaid expenses and other assets excludes EUR 821 (nine months ended September 30, 2021: nil) in prepaid consideration (Note 1).

20   SEGMENT INFORMATION

Operating

The Company has one reportable operating segment, B2B Online Gaming.

The accounting policies of the reportable operating segments are the same as those described in the Company’s summary of significant accounting policies (Note 2). The Company measures each reportable operating segment’s performance based on adjusted EBITDA. No reportable operating segment is reliant on any single external customer.

Intersegment charges have been eliminated on consolidation.

Geography – Revenue

Revenue for continuing operations was generated from contracted customers in the following jurisdictions:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
​		2022			2021			2022			2021
Netherlands	​	​	8,987	​	​	—	​	​	28,205	​	​	—
Curaçao	​	​	4,703	​	​	4,357	​	​	12,540	​	​	10,891
Malta	​	​	3,321	​	​	6,079	​	​	9,891	​	​	24,940
USA	​	​	1,356	​	​	346	​	​	2,475	​	​	415
Croatia	​	​	1,029	​	​	601	​	​	2,289	​	​	1,739
Serbia	​	​	422	​	​	269	​	​	1,122	​	​	711
Other	​	​	1,081	​	​	1,222	​	​	4,531	​	​	3,865
Revenue	​	​	20,899	​	​	12,874	​	​	61,053	​	​	42,561

​

This segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.

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42

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

20   SEGMENT INFORMATION (CONTINUED)

Geography – Non-Current Assets

Non-current assets are held in the following jurisdictions:

​

​	​	​	​	​	​	​
​	​	As at		​	As at
​	​	September 30,		​	December 31,
​		2022			2021
United States	​	​	77,769	​	​	55,581
Other	​	​	1,040	​	​	851
Non-Current Assets	​	​	78,809	​	​	56,432

​

​

​

21   INCOME TAXES

​

The components of income taxes recognized in the interim unaudited condensed consolidated statements of financial position are as follows:

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	As at	​	As at
​	​	​	​	​	​	September 30,	​	December 31,
​		​	​	​	​	2022	****	2021
Income taxes payable	​	​	​	​	​	1,219	​	784
Deferred income tax liabilities	​	​	​	​	​	1,113	​	1,243

​

The components of income taxes recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) are as follows:

​

​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,			​	Nine Months Ended September 30,
​		2022		2021		2022		2021
Current period	​	290	​	281	​	1,315	​	1,424
Adjustment in respect of prior periods	​	(158)	​	-	​	105	​	-
Current Income Taxes	​	132	​	281	​	1,420	​	1,424
Deferred income tax recovery	​	(18)	​	(120)	​	(306)	​	(274)
Deferred Income Tax Recovery	​	(18)	​	(120)	​	(306)	​	(274)
Income Taxes	​	114	​	161	​	1,114	​	1,150

​

There is no income tax expense recognized in other comprehensive income (loss).

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	As at	​	As at
​	​	​	​	​	​	September 30,	​	December 31,
​		​	​	​	​	2022	****	2021
Intangible assets	​	​	​	​	​	1,140	​	1,196
Other	​	​	​	​	​	(27)	​	47
Deferred income tax liabilities	​	​	​	​	​	1,113	​	1,243

​

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43

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

​

21	INCOME TAXES (CONTINUED)

The effective income tax rates in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) were reported at rates different than the combined Canadian federal and provincial statutory income tax rates for the following reasons:

​

​	​	​	​	​	​	​	​	​
​	​	​			​	Nine Months Ended September 30,
​	​	​	​	​		2022		2021
​		​	​	​	​	%	****	%
Canadian statutory tax rate	​	​	​	​	​	26.5	​	26.5
Effect of tax rate in foreign jurisdictions	​	​	​	​	​	5.2	​	4.1
Impact of foreign currency translation	​	​	​	​	​	-	​	(1.6)
Non-deductible and non-taxable items	​	​	​	​	​	(58.7)	​	(13.6)
Remeasurement of deferred consideration	​	​	​	​	​	9.1	​	-
Change in tax benefits not recognized	​	​	​	​	​	(61.6)	​	(29.8)
Adjustments in respect of prior periods	​	​	​	​	​	3.7	​	3.3
Other	​	​	​	​	​	2.2	​	(13.2)
Effective Income Tax Rate Applicable to Loss Before Income Taxes	​	​	​	​	​	(73.6)	​	(24.3)

​

​

22	CONTINGENT LIABILITIES

In the ordinary course of business, the Company is involved in and potentially subject to, legal actions and proceedings. In addition, the Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, any of which events could lead to reassessments.

The Company is not aware of any legal, administrative, or other proceedings pending, which would materially affect its financial condition. ​

Table of Contents Exhibit 99.2

​

​

Bragg Gaming Group Inc.

​

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE- AND NINE-MONTH PERIODS

ENDED SEPTEMBER 30, 2022

​

​

Table of Contents TABLE OF CONTENTS

​

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2022

​

1.	MANAGEMENT DISCUSSION& ANALYSIS	2
2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS	3
3.	LIMITATIONS OF KEY METRICS AND OTHER DATA	4
4.	OVERVIEW OF 3Q22	6
5.	FINANCIAL RESULTS	15
5.1	Basis of financial discussion	15
5.2	Selected interim information	16
5.3	Other financial information	17
5.4	Selected financial information	18
5.5	Summary of quarterly results	19
5.6	Liquidity and capital resources	19
5.7	Cash flow summary	20
6	TRANSACTIONS BETWEEN RELATED PARTIES	22
7	DISCLOSURE OF OUTSTANDING SHARE DATA	24
8	SIGNIFICANT ACCOUNTING ESTIMATES	25
9	CHANGES IN ACCOUNTING POLICY	27
10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING	28
11	RISK FACTORS AND UNCERTAINTIES	29
12	ADDITIONAL INFORMATION	31

​

​

​

​

​

​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	1<br><br>​

​

Table of Contents

1.	MANAGEMENT DISCUSSION & ANALYSIS

​

This Management Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows for Bragg Gaming Group Inc on a consolidated basis, for the three and nine months ended September 30, 2022 (“3Q22”).  References to “Bragg”, or the “Corporation” in this MD&A refer to Bragg Gaming Group Inc and its subsidiaries, unless the context requires otherwise. This document should be read in conjunction with the information presented in the interim unaudited condensed consolidated financial statements for the three months and nine months ended September 30, 2022 (the “Interims”).

​

For reporting purposes, the Corporation prepared the Interims in European Euros (“EUR”) and, unless otherwise indicated, in conformity with International Accounting Standards (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). The financial information contained in this MD&A was derived from the Interims.  Unless otherwise indicated, all references to a specific “note” refer to the notes to the Interims.

​

This MD&A references non-IFRS financial measures, including those under the headings “Selected Financial Information” and “Key Metrics” below. The Corporation believes these non-IFRS financial measures will provide investors with useful supplemental information about the financial performance of its business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating its business and making decisions.  Although management believes these financial measures are important in evaluating the Corporation, they are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS.  Non-IFRS measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS.  These measures may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes.  These non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may nor otherwise be apparent when relying solely on IFRS measures.

​

For purposes of this MD&A, the term “gaming license” refers collectively to all the different licenses, consents, permits, authorizations, and other regulatory approvals that are necessary to be obtained in order for the recipient to lawfully conduct (or be associated with) gaming in a particular jurisdiction.

​

Unless otherwise stated, in preparing this MD&A the Corporation has considered information available to it up to November 10, 2022, the date the Corporation’s board of directors (the “Board”) approved this MD&A.

​

On April 30, 2021, the Corporation announced a one-for-ten share consolidation. At the annual and special meeting of the Corporation’s shareholders held on April 28, 2021, the Corporation’s shareholders granted the Corporation’s Board of Directors discretionary authority to implement a consolidation of the issued and outstanding Common Shares of the Corporation on the basis of a consolidation ratio of up to ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share. The Board of Directors selected a share consolidation ratio of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share. The Corporation’s Common Shares began trading on the Toronto Stock Exchange (“TSX”) on a post-consolidation basis under the Corporation’s existing trade symbol "BRAG" at the opening of the market on May 5, 2021. In accordance with IFRS accounting principles, the change has been applied retroactively and all balances of Common Shares, warrants and equity-based compensation such as share options, deferred share units and restricted share units have been restated after applying the consolidation ratio..

​

​

​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	2<br><br>​

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Table of Contents

2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS

​

This MD&A may contain forward-looking information and statements (collectively, “forward-looking statements”) within the meaning of the Canadian securities legislation and applicable securities laws, including financial and operational expectations and projections. These statements, other than statements of historical fact, are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect the Corporation, its subsidiaries and their respective customers and industries. Although the Corporation and management believe the expectations reflected in such forward-looking statements are reasonable and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply” or the negative of these words or other variations or synonyms of these words or comparable terminology and similar expressions.

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By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among other things, the Corporation’s stage of development, long-term capital requirements and future ability to fund operations, future developments in the Corporation’s markets and the markets in which it expects to compete, risks associated with its strategic alliances and the impact of entering new markets on the Corporation’s operations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. See the section, “Risk Factors and Uncertainties”, below noting that these factors are not intended to represent a complete list of the factors that could affect the Corporation.

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Shareholders and investors should not place undue reliance on forward-looking statements as the plans, assumptions, intentions or expectations upon which they are based might not occur. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Corporation, forward-looking statements in this MD&A describe the Corporation’s expectations as of November 10, 2022, and, accordingly, are subject to change after such date. The Corporation does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	3<br><br>​

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Table of Contents

3.	LIMITATIONS OF KEY METRICS AND OTHER DATA

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The Corporation’s key metrics are calculated using internal Corporation data. While these numbers are based on what the Corporation believes to be reasonable judgments and estimates of customer numbers for the applicable period of measurement, there are certain challenges and limitations in measuring the usage of its product offerings across its customer base. In addition, the Corporation’s key metrics and related estimates may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology and access to information.

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For important information on the Corporation’s non-IFRS measures, see the information presented in “Key metrics” and “Selected financial information” below. The Corporation continually seeks to improve its estimates of its active customer base and the level of customer activity, and such estimates may change due to improvements or changes in the Corporation’s methodology.

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Bragg Gaming: Overview and Strategy

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Bragg is a content-driven Business-to-Business (“B2B”) iGaming technology provider. Its suite of iGaming content and technology, commercial relationships and operational licences allows it to offer a complete gaming solution in regulated online gaming markets globally. Its premium content portfolio currently includes over 6,500 casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its Remote Games Server (“RGS”) as well as aggregated, licensed games from top studios around the world.

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The Corporation’s proprietary suite of products includes a state-of-the-art Player Account Management (“PAM”) platform, which provides the tools required to operate an online gaming business, including player engagement and data analysis software. The Corporation’s technology was developed on a greenfield basis and is not dependent on legacy code. The Corporation’s suite of products and services offers a one-stop solution to its customers that is adaptable to various gaming markets and legislative jurisdictions, including in European and North American iGaming markets.

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The Corporation was incorporated by Articles of Incorporation pursuant to the provisions of the Canada Business Corporations Act on March 17, 2004, and on December 20, 2018, the Corporation completed a business combination transaction to acquire Oryx Gaming International LLC (“Oryx”), a full turnkey iGaming solutions provider with an established customer base in Europe and Latin America. The Corporation is dual-listed on the Nasdaq Global Select Market and the Toronto Stock Exchange, both under the symbol BRAG.

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In September 2021, the Corporation acquired Wild Streak LLC, doing business as Wild Streak Gaming (“Wild Streak”), a leading iGaming content studio based in Las Vegas, Nevada with a portfolio of proprietary titles distributed globally, including in the United States and Europe.

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In June 2022, the Corporation acquired Spin Games LLC (“Spin”), a Reno, Nevada-based iGaming technology supplier and content provider licensed and active in key regulated North American jurisdictions.

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In September 2022, the Corporation announced that it had consolidated its group companies of Oryx, Wild Streak and Spin under the single brand of Bragg Gaming Group.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	4<br><br>​

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Table of Contents The Corporation aims to leverage the strengths of its distribution in Europe and the Americas, its growing internally developed proprietary content  and its modern, fully owned technology stack, to grow its business as a vertically integrated B2B provider to regulated online casino, online sports betting and land-based casino markets globally.

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The Corporation continues to invest in building a strong, experienced management team to drive its strategic initiatives. In January 2022, the Corporation bolstered its management team with the appointment of Ms. Lara Falzon, former Chief Financial Officer of online casino games developer Red Tiger Gaming, former Operational Group Chief Financial Officer of NetEnt AB and previously Bragg board member since March 2021, as President and Chief Operating Officer. In July 2022, the Corporation appointed Mr. Yaniv Sherman, previously Senior Vice President and Head of U.S. for 888 Holdings plc, as Chief Executive Officer.

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Driven by an experienced management team and offering its differentiated content portfolio, software-as-a-service (“SaaS”) technology and managed services, the Corporation aims to become a leading vertically integrated content-led technology provider in the iGaming industry.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	5<br><br>​

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Table of Contents

4.	OVERVIEW OF 3Q22

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4.1	EXECUTIVE SUMMARY

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Financial performance in the third quarter of 2022

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The Corporation is pleased to report solid trading performance during the three months ended September 30, 2022. The Corporation has continued to deliver against its strategic objectives which has resulted in revenue diversification, geographic expansion and accelerated growth.

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The Corporation’s revenue^1^ for the period ended September 30, 2022 increased from the same period in the previous year by 62.3% to EUR 20.9m (3Q21: EUR 12.9m) and 0.5% from the previous quarter (2Q22: EUR 20.8m), continuing the solid quarterly growth momentum since 1Q19. The Group’s year-over-year revenue growth was mainly organic through its existing customer base, the onboarding of new customers in various jurisdictions and a strong revenue performance from its propietry Wild Streak casino games studio and Spin Games’ existing US customer base.

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The Corporation’s revenue growth was mainly derived from the games and content segment which amounted to EUR 14.6m (3Q21: EUR 11.2m) and accounted for 69.9% (3Q21: 86.8%) of total revenues, as demand for the Group’s unique content continues to grow. The Corporation’s growth has been underpinned by continued investment and innovation in its technology and product offerings. These investments were pivotal to the performance of the PAM and managed services segments throughout the period, including content delivery, data analytic tools and customer engagement platforms, demonstrating the Corporation’s potential to further leverage its technology, diversify its product mix and accelerate growth.

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The management is pleased with the growth in gameplay, unique player numbers and the overall level of customer engagement. Total wagering generated via games and content offered by the Corporation in the period was up by 42.4% from the same period in the previous year to EUR 4.6 billion (3Q21: EUR 3.2 billion) with 8.9% growth from the previous quarter (2Q22: EUR 4.2 billion).

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The number of unique players using Bragg games and content (excluding Wild Streak and Spin Games) decreased by 1.7% to 2.1m (3Q21: 2.1m) but increased by 1.0% from previous quarter (2Q22: 2.1m). The decrease in unique players from the previous year is a direct result of the reduction in the revenue and level of activity from German customers due to the new gameplay and tax regulations introduced on July 1, 2021.

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^1^Revenue includes the Corporation’s share in game and content, platform fees and management and turnkey solutions.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	6<br><br>​

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Table of Contents Gross profit increased compared to the same period in the previous year by 58% to EUR 10.4m (3Q21: EUR 6.6m) with gross margins seeing a slight decrease by 1.4% to 50.0% (3Q21: 51.4%), The margin reduction is primarily due to a change in the composition of revenue derived from our iGaming platform and managed services partially offset by an increase in revenue from proprietary game studios which has no cost of sales compared to third party games and content which have associated third party costs.

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Selling, general and administrative expenses increased from the same period in the previous year by 35.8% to EUR 12.0m (3Q21: EUR 8.9m) but declined as a percentage of total revenue to 57.6% (3Q21: 68.9%). The increase of costs is in line with the Corporation’s investment in its growth strategy, as the Corporation continues to build its foundation as a scalable and innovative vertically integrated iGaming content and technology provider in the iGaming industry.

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The main changes in the quarter were driven by the following:

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A.

Salaries and subcontractors increased by 17.9% to EUR 4.4m (3Q21: EUR 3.7m) as the Corporation continued to invest in expanding its technology and product teams including software developers, product managers, analytics professionals, and executive team to source new customers and maintain growth from its existing customer base, expansion into new markets, adjustments to regulatory requirements and enhancement of its technology offering. As a result of the increased level of investment in the product, internally developned games and technology, total capitalised software development costs increased by EUR 1.6m compared to the same period in the previous year.

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Share based payment costs decreased by EUR 0.7m to EUR 0.8m (3Q21: EUR 1.5m) associated with the share-based incentive plan awards to new directors and management composed of DSUs and RSUs in the period. The reduction compared to the previous period derives from an award related to the previous member of management upon joining the group.

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Total employee costs (including share-based payments charge) increased by 0.5% to EUR 5.2m (3Q21: EUR 5.2m) mainly due to an increased headcount in technology, product and senior management teams, offset by lower share-based payment costs of EUR 0.7m, an increase in software development costs and a one time payment for the termination of an employment agreement in the previous period.

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B.	IT and hosting costs increased by 90.6% to EUR 1.0m (3Q21: EUR 0.5m) mainly due to an increase in gaming activity and increased costs of hosting servers in various jurisdictions predominantly the U.S which in line with the total revenue growth.

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C.

Professional fees increased by EUR 0.5m to EUR 1.2m (3Q21: EUR 0.7m) and are comprised of audit and tax advisory, legal, recruitment, regulatory and licencing costs which are related to various jurisdictions, mainly in the U.S. and the Canadian markets, as part of the of expansion into new markets. Professional fees also include a one-time EUR 0.3m (Q3 2021: Nil) payment related to the recruitment of the Chief Executive Officer.

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D.	Corporate costs decreased by EUR 0.1m to EUR 0.2m (3Q21: EUR 0.3m) as a result of a reduction in the level of investment in investor and public relations activities as part of the overall corporate strategy.

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E.	Sales and marketing increased by EUR 0.4m to EUR 0.5m (3Q21: EUR 0.1m) mainly related to the increase in sales and gaming sector events (EUR 0.2m) and the increase in games and content promotion activities (EUR 0.4m).

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	7<br><br>​

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Table of Contents

F.	Bad debt expense increased by EUR 0.5m to EUR 0.4m (3Q21: Negative EUR 0.1m) as a result of a remeasurement of risk in the aging and liquidity of trade receivables of specific customers while progress was made in improving the billing processes and collection of customer funds.

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G.	Transaction and acquisition costs increased by EUR 0.2m to EUR 0.4m (3Q21: EUR 0.2m) due to costs mainly related to the debt financing process closed during the period in the total value of EUR 0.3m (3Q21: Nil)  in which the corporation raised a total US 8.7m (3Q21:Nil) prior to legal, brokers and debt arrangement fees.

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H.	Other operational costs amounted to EUR 0.6m (3Q21: EUR 0.5m) related predominantly to an insurance premium in relation to the Corporation’s directors and officers and erosion and omission and other travel and events costs. Gain / (loss) on foreign exchange is now disclosed as net interest expense and other financing charges. Previously, this had been categorized as other operational costs.

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Total operating loss for the period amounted to EUR 1.6m (3Q21: operating loss of EUR 2.2m) reflecting increased gross profit of EUR 3.8m due to improved underlying performance that was offset by increased depreciation and amortisation of EUR 1.1m, IT and hosting costs of EUR 0.5m, professional fees of EUR 0.5m and bad debt expenses of EUR 0.5m.

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The Corporation’s Adjusted EBITDA increased from the same period in the previous year by 51.6% to EUR 2.2m (3Q21: EUR 1.5m) with Adjusted EBITDA margins decreasing by 0.8% to 10.7% (3Q21: 11.5%). The change in margin derives mainly as a result of scale and a change in the product mix of iGaming and managed services, and higher investment in salaries and subcontractor costs as part of the Corporation’s strategy of investment in the expansion of its software development, product and senior management functions. A reconciliation between the current and prior year’s reported figures to Adjusted EBITDA is shown in Note 5.3.

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Cash flows from operating activities for the period ended September 30, 2022 amounted to EUR 0.0m (3Q21: cash flows from operating activities of EUR 0.0m). The decrease was driven by negative working capital movements in the period offset by an improvement in the performance of the underlying business in the period.

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Cash flows used in investing activities amounted to EUR 2.5m (3Q21: EUR 0.7m) an increase of  EUR 1.8m from the previous period. During both periods the Corporation  continued its investment in intangible assets, mainly in software development costs, totalling EUR 2.4m (3Q21: EUR 0.7m).

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Cash flows from financing activities amounted to EUR 8.2m (3Q21: cash flows from financing activities of EUR 0.1m), primarily attributed to the debt financing arrangement in the net total of USD 8.4m (3Q21: Nil) before other costs directly attributable to the fund raise. The funding provided by Lind Global Fund II LP is in the form of a USD 8.7m convertible debt (the "Convertible Debt") that has a face value of USD 10m (the "Face Value"). The Corporation received net proceeds of approximately USD 8.0m  from the Funding after fees. The Face Value of the Convertible Debt has a 24-month maturity date and can be paid in cash or be converted into common shares of the Corporation ("Shares") at a conversion price equal to 87.5% of the five-day volume weighted average price ("VWAP") immediately prior to each conversion. Shares issued upon conversion are subject to a 120-day lock-up period following deal close.

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The Funding agreement contains restrictions on how much may be converted in any particular month, which is limited to 1/20 of outstanding balance or USD 1.0m if exchange volume is above specified minimum, which conversions may be accelerated in certain circumstances. The Corporation also has the option at any time to buy back the entire remaining balance of the Convertible Debt, subject to a partial conversion right in favor of Lind to convert up to 1/3 of the outstanding amount into Shares in such circumstances. In connection with the funding, Lind was issued a warrant to purchase up to 979,048 common shares at a price of CAD 9.28 per share for a period of 60 months.

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The Funding is secured by assets of the Corporation and some of its subsidiaries. The Funding Agreement and the issuance of securities thereunder has been approved by the Toronto Stock Exchange (the "TSX").

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	8<br><br>​

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Table of Contents Financial performance in the nine months ended September 30, 2022

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Revenues

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The Corporation’s revenue for the nine months ended September 30, 2022 increased from the same period in the previous year by 43.4% to EUR 61.1m (nine months ended September 30, 2021: EUR 42.6m) continuing the solid quarterly growth momentum since Q1 2019. The Group’s positive year-over-year revenue growth was derived mainly from organic growth from its existing customer base, the onboarding of new customers in various jurisdictions and a strong revenue performance from internal casino game development studios.

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Gross profit

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Gross profit for the nine months ended September 30, 2022 increased from the same period in the previous year by 58.2% to EUR 32.1m (nine months ended September 30, 2021: EUR 20.3m) with gross margins increasing by 4.9% to 52.6% (nine months ended September 30, 2021: 47.7%), due a higher proportion of revenue derived from our iGaming platform and managed services, partially offset by an increase in content revenue which has no cost of sales compared to third party games, and content which have associated third party cost.

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Expenses

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Selling, general and administrative expenses amounted to EUR 33.5m an increase of EUR 8.7m from the same period in the previous year (nine months ended September 30, 2021: EUR 24.8m) and representing 54.9% of the total revenue (nine months ended September 30, 2021: 58.4%).

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Expenses were mainly driven by a EUR 3.3m increase in salaries and subcontractor costs to support the Corporation’s growth in technology, product, compliance, sales and management, an increase of EUR 1.4m in sales and marketing as part of the Corporation’s investment in promoting its services and products, an increase of EUR 0.3m in other operational costs associated with directors and officers and error and omission insurance and EUR 2.7m of depreciation and amortization. These adverse movements were partially offset by a reduction in transaction and acquisition costs of EUR 0.6m and a reduction in share-based compensation costs of EUR 0.7m.

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Profitability

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Adjusted EBITDA amounted to EUR 8.4m (nine months ended September 30, 2021: EUR 5.8m) an increase of EUR 2.6m for the period with margins improving by 0.3% to 13.8% (nine months ended September 30, 2021: 13.5%).

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Operating loss amounted to EUR 1.0m (nine months ended September 30, 2021: operating loss of EUR 4.5m) a reduction of EUR 3.5m as a result of the increase in gross profit of EUR 11.8m partially offset by an increase in selling general and administrative expenses of EUR 8.7m and a gain on remeasurement of deferred consideration of EUR 0.5m in the period.

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Cash flow

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Cash flows from operating activities for the nine months ended September 30, 2022, amounted to EUR 7.7m (nine months ended September 30, 2021: EUR 2.3m). The increase of EUR 5.4m was primarily due to improvement in the performance of the underlying business of EUR 5.0m and a change in income taxes payable of EUR 0.4m.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	9<br><br>​

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Table of Contents Investments

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Cash flows used in investing activities amounted to EUR 14.4m (nine months ended September 30, 2021: EUR 21.7m), a reduction of EUR 7.3m from the same period in the previous year, and is mainly attributable to Nil (nine months ended September 30, 2021: EUR 11.5m) outflow of deferred and contingent consideration payments during the period relating to the earnout payment of the Oryx acquisition. During both periods the Corporation paid cash consideration for the acquisition of Spin and Wild Streak in June 2022 and June 2021, respectively.  Total cash consideration paid in respect of Spin was EUR 9.3m (nine months ended September 30, 2021: cash consideration in respect of Wild Streak of EUR 8.3m). In addition, the corporation continued its investment in intangible assets, mainly in software development costs, totalling EUR 5.2m (nine months ended September 30, 2021: EUR 2.1m).

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Financing

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Financing activities amounted to a net inflows of EUR 7.4m (nine months ended September 30, 2021: inflow EUR 12.5m) which is predominantly related to the inflows from the funding agreement the Corporation completed in September 2022 which it received a net investment of USD 8.3m (Nine months ended September 30, 2021: Nil) before other direct costs in relation to fund raise.

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The reduction in the net inflows from the same period in the previous year was predominantly related to the previous period net proceeds from the exercise of warrants and broker compensation options in the value of EUR 10.8m related to the November 2020 Public Offering, and EUR 1.3m related to the private placement in which the board of directors and officers participated on January 13, 2021.

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During the period EUR 0.7m outflow (nine months ended September 30, 2021: Nil) was related to the repayment of loans in relation to the Spin acquisition.

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Financial position

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Cash and cash equivalents as of September 30, 2022, amounted to EUR 17.2m (December 31, 2021: EUR 16.0m) an increase of EUR 1.2m primarily as a result of the EUR 8.1m net proceeds from the debt financing completed in September 2022 supported by strong trading and changes in the working capital position in the period offset by the cash required for the acquisition of Spin in June 2022 in the total of EUR 9.3m.

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Trade and other receivables as of September 30, 2022, totaled EUR 11.8m (December 31, 2021: EUR 8.5m) up by EUR 3.3m mainly due to higher revenue performance during the period with an increase in provision against expected credit losses of EUR 0.3m.

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Prepaid expenses and other assets as of September 30, 2022, decreased by EUR 0.4m to EUR 2.0m (December 31, 2021: EUR 2.4m) due to the settlement of the prepaid consideration upon completion of the Spin transaction in the total value of EUR 1.2m, offset by increases in prepayments for corporate insurance, hosting licences and trade shows.

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Trade payables and other liabilities as of September 30, 2022, increased by EUR 5.5m to EUR 19.9m (December 31, 2021: EUR 14.4m) as result of a EUR 5.5m increase in trade payables and accrued liabilities to EUR 19.4m (December 31, 2021: EUR 13.8m), and an increase in other payables of EUR 0.4m (December 31, 2021: EUR 0.1m), offset by a decrease in sales tax payable of EUR 0.4m to EUR nil (December 31, 2021: EUR 0.5m).

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	10<br><br>​

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Table of Contents Other activities during the nine months ended September 30, 2022

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Completion of the acquisition of Spin

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On May 12, 2021, the Corporation announced it had entered into an agreement to acquire Spin in a cash and stock transaction for a purchase price of approximately USD 30 million. Pursuant to this agreement the sellers of Spin would receive USD 10 million in cash and USD 20 million in Common Shares of the Corporation of which USD 5 million in Common Shares was issued on closing with the balance to be issued over the next three years. The transaction was closed on June 1, 2022.

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Completion of financing arrangement

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On September 5, 2022, the Corporation entered into a funding agreement for an investment of USD 8.7m (the "Funding Agreement") with Lind Global Fund II LP, an investment entity managed by The Lind Partners, a New York-based institutional fund manager (together ("Lind").

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The funding provided to the Corporation by Lind is in the form of a USD 8.7m convertible debt bearing interest at a rate of 7.5% (the "Convertible Debt") that has a face value of USD 10.0m (the "Face Value"). The Corporation received net proceeds of approximately USD 8.1m from the Funding after fees. The Face Value of the Convertible Debt has a 24-month maturity date and can be paid in cash or be converted into common shares of the Corporation ("Shares") at a conversion price equal to 87.5% of the five-day volume weighted average price ("VWAP") immediately prior to each conversion. Shares issued upon conversion are subject to a 120-day lock-up period following deal close.

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The Funding agreement contains restrictions on how much may be converted in any particular month, which is limited to 1/20 of outstanding balance or USD 1,000 if exchange volume is above specified minimum, which conversions may be accelerated in certain circumstances. The Corporation also has the option at any time to buy back the entire remaining balance of the Convertible Debt, subject to a partial conversion right in favor of Lind to convert up to 1/3 of the outstanding amount into Shares in such circumstances. In connection with the funding, Lind was issued a warrant to purchase up to 979,048 common shares at a price of CAD 9.28 per share for a period of 60 months.

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The Funding is secured by assets of the Corporation and some of its subsidiaries. The Funding Agreement and the issuance of securities thereunder has been approved by the Toronto Stock Exchange (the "TSX").

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Other:

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(1)

Share Capital: As at September 30, 2022, the number of issued and outstanding shares was 21,107,768 (September 30, 2021: 19,956,034), the number of outstanding awards from equity incentive plans was 3,109,661 (September 30, 2021: 2,637,873), and the number of outstanding warrants was 16,886 (September 30, 2021: 16,886 ) of Broker warrants and warrants issued upon convertible debt of 979,048 (September 30, 2021: Nil).

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(2)	Employees: Excluding discontinued operations, as at September 30, 2022, the Corporation employed 416 employees, contractors and sub-contractors (December 31, 2021: 286) across Europe, North America and India.

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Table of Contents Strategic progress

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The Corporation’s vision is to become a leading vertically integrated content-led technology provider in the iGaming industry. It aims to achieve this as an iGaming platform and complete solution provider and distributor and provider of online casino games via its in-house studios and via third party content providers, capturing an increasing proportion of the online gaming value chain. It plans to meet these objectives through the following:

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1. Focus on Core Business Growth:

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The Corporation intends to continue growing its core business by adding new customers while expanding within its existing customer base, helping them grow their respective businesses in different markets and jurisdictions. The Corporation aims to gain new customers and support existing ones by consistent product innovation in order to drive superior player engagement, affording its customers a competitive advantage. This involves developing and securing exclusive premium content coupled with a focus on developing its platform, data analytics and player engagement tools designed to increase the Return On Investment (“ROI”) for Bragg’s customers. The Corporation’s modern and proprietary technology was developed in-house, with an emphasis on agility and scalability, aiming to quickly and seamlessly integrate with customer operations. Bragg’s product and technology stack offers a competitive time to market, cutting edge real-time data-driven marketing tools and a differentiated content suite. This provides its customers the ability to create a near-term impact in newly-launched iGaming markets.

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During the third quarter of 2022, the Corporation launched nine new online casino games exclusively available via its RGS in Europe, including three titles developed by its proprietary studios Atomic Slot Lab and Indigo Magic, and it added 500 aggregated titles from third party studios. In North America, during the quarter the Corporation launched 16 new online casino games exclusively available via its RGS, including four from its proprietary Spin Games studio, two from its proprietary Atomic Slot Lab studio and one from its proprietary Oryx Gaming studio. In addition in North America it launched four aggregated third party game titles. During the quarter the Corporation also launched one title from its Wild Streak Gaming studio via a third party RGS, and two Wild Streak Gaming land-based titles with Sega Sammy Creation. As of September 30, 2022 the Corporation’s total active games portfolio globally consisted of over 6,500 distinct titles.

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The Corporation continued to expand its operations in existing markets during the quarter, launching its exclusive and proprietary content with Rush Street Interactive’s BetRivers.ca brand in Ontario, Canada, and launching its PAM in the Czech Republic with Merkur.

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For the three months ended September 30, 2022, customer concentration from the top 10 customers was 71.6% of total revenues, compared to 54.3% of total revenues for the same period in the previous year. As of September 30, 2022, the Corporation’s total customer base was 186 customers (3Q21: 133). A customer is a company or group of companies with one or more online casino operating licenses and one or more active online casino brands.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	12<br><br>​

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Table of Contents 2. Develop Games through In-House Studios:

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The Corporation is focused on developing more proprietary casino content, which the Corporation believes offers significant Adjusted EBITDA margin expansion opportunities by capturing a greater share of revenue generated from games. Leveraging its many years of experience in game development and its proprietary player engagement tools, the Corporation aims to design its games to produce an enhanced player experience and increase their Life-Time-Value (“LTV”). The Corporation’s access to data through in-game performance monitoring features also allows it to constantly create and adjust products to better serve players’ continuously shifting preferences. The Corporation is then able to distribute new and improved content to all operators on its network.

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In line with this strategy, during the third quarter of 2022, the Corporation launched three slot titles from its proprietary studios in Europe (one from Atomic Slot Lab and two from Indigo Magic) and seven slot titles in North America (four from Spin Games, two from Atomic Slot Lab and one from Oryx Gaming). The positive performance of these new proprietary games is helping the Corporation deliver on its strategy to grow revenue and capture a greater share of revenue generated from the games it releases.

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3. Focus on M&A and Other Strategic Transactions:

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The Corporation announced its completion of the acquisition of Spin Games, a U.S. based online casino games and technology company in the third quarter of 2022 accelerating its new content rollout plans in regulated North American iGaming markets. The Corporation will continue to explore and consider various strategic acquisitions, investments, joint ventures, partnerships, and other commercial initiatives. It is expected that as part of the consideration for any such transactions, the Corporation may, subject to any customary approvals, issue additional shares or other securities in the capital of the Corporation.

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4. Expansion into new markets:

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The Corporation continues to follow a strategy of growth through expansion into new markets. During the third quarter, the Corporation launched its content in Connecticut for the first time. The Corporation has also initiated the roll-out of its new proprietary and third-party exclusive content portfolio in North America, with successful launches with Rush Street Gaming, Ceasar’s / William Hill and DraftKings in Michigan.

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As other geographies continue to adopt regulations in favour of online gaming, the Corporation believes it is well-positioned to expand into new markets. Bragg’s geographic growth strategy is driven by regulatory approvals and the subsequent creation of a new market. Markets where growth opportunities have been identified include the United States, Canada, Italy and Latin America. Within Europe, the Corporation’s goal is to further diversify across the region and increase market share through strategic partnerships with suppliers and operators and through acquisitions.

​

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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	13<br><br>​

​

Table of Contents 5. Expanding offering by introducing exclusive content:

​

The Corporation expects to expand its offering of premium exclusive third-party content. Through new investments and partnerships with more studios, it intends to increase distribution of premium and localized content. It anticipates that these exclusive deals as well as original content will allow the Corporation to create bespoke content adjustable to the markets in which it currently operates or plans to enter.

​

During the quarter the Corporation entered into a new content development agreement with Bally’s Interactive. Under the agreement the Corporation will take games from exclusive partners of Bally’s Interactive, including popular land-based slots brands Gaming Arts and King Show Games, and distribute them online.

​

The Corporation recently entered into an exclusive content licensing agreement with Sega Sammy Creation, a globally recognized provider of unique slot games for land-based casino slots. The agreement enables the Corporation to develop select titles from the Sega Sammy Creation portfolio for its exclusive distribution to the online casino market.

​

These new exclusive content partnerships serve to further expand and differentiate the Corporation’s excusive online games portfolio.

​

The Corporation released nine new exclusive games in Europe during the third quarter of 2022, including two from its proprietary Indigo Magic studio and one from its proprietary Atomic Slot Lab studio.

​

Outlook

​

The Corporation continues to invest in new and proprietary content, alongside its leading technology and grow and diversify its global footprint winning new customers in new jurisdictions. The Corporation’s North American (U.S. and Canada) market expansion is progressing according to plan.

​

The Corporation and its management team is focused on integrating its various global business units, including the recently acquired Spin Games and Wild Streak businesses, into a competitive iGaming solution provider that will offer its customers an array of products and services. Such products and services would play a critical role in powering growth for online sports betting and iGaming operators worldwide.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	14<br><br>​

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Table of Contents

5.	FINANCIAL RESULTS

​

5.1	BASIS OF FINANCIAL DISCUSSION

​

The financial information presented has been prepared to examine the results of operations.

​

The presentation currency of the Corporation is the Euro, while the functional currencies of its subsidiaries are Euro, Canadian dollar, United States dollar, and British pound sterling due to primary location of individual entities within our corporate group. The presentation currency of the Euro has been selected as it best represents the majority of the Corporation’s economic inflows, outflows as well as its assets and liabilities.

​

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Table of Contents

5.2	SELECTED INTERIM INFORMATION

​

The following is selected financial data of the Corporation for the three and nine months ended September 30, 2022, and 2021. Gain / (loss) on foreign exchange is now disclosed as net interest expense and other financing charges. Previously, this had been categorized as other operational costs.

​

The primary non-IFRS financial measure which the Corporation uses is Adjusted EBITDA^1^. When internally analyzing underlying operating performance, management excludes certain items from EBITDA (earnings before interest, tax, depreciation, and amortization).

​

​	​	​	​	​	​	​	​	​
​	Three Months Ended	****	Three Months Ended	​	Nine Months Ended	****	Nine Months Ended	​
​	September 30,	​	September 30,	​	September 30,	​	September 30,	​
000	2022	****	2021	****	2022	****	2021	​
Revenue	20,899		12,874	​	61,053		42,561	​
Net loss	(1,998)		(2,477)	​	(2,628)		(5,882)	​
EBITDA	837		(884)	​	4,944		(1,285)	​
Adjusted EBITDA	2,237		1,476	​	8,412		5,755	​
​	​	​	​	​	​	​	​	​
Basic and diluted loss per share	(0.09)		(0.12)	​	(0.12)		(0.30)	​

All values are in Euros.

​

​	​	​	​	​	​
​	​	As at	​	As at	​
​	​	September 30,	​	December 31,	​
​	****	2022	****	2021	​
Total assets		109,747		83,390	​
Total non-current financial liabilities		7,987		451	​
​	​	​	​	​	​
Dividends paid		nil		nil	​

​

As at September 30, 2022 non-current financial liabilities consist of deferred consideration in relation to the acquisition of Spin, lease obligations on right of use assets in relation to office leases and long-term employee benefits.

​

With the exception of EBITDA and Adjusted EBITDA, the financial data has been prepared to conform with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These accounting principles have been applied consistently across for all reporting periods presented.

​

​

---

^1^Adjusted EBITDA excludes income or expenses that relate to exceptional items and non-cash share-based charges and includes deductions for lease expenses that are recognized as part of depreciation and finance charges under IFRS 16.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	16<br><br>​

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Table of Contents

5.3	OTHER FINANCIAL INFORMATION

​

To supplement its September 30, 2022 interim financial statements presented in accordance with IAS 34, Interim Financial Reporting, the Corporation considers certain financial measures that are not prepared in accordance with IFRS. The Corporation uses such non-IFRS financial measures in evaluating its operating results and for financial and operational decision-making purposes. The Corporation believes that such measures help identify underlying trends in its business that could otherwise be masked by the effect of the expenses that it excludes in such measures.

​

The Corporation also believes that such measures provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. However, these measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. There are a number of limitations related to the use of such non-IFRS measures as opposed to their nearest IFRS equivalents.

​

A reconciliation of operating loss to EBITDA and Adjusted EBITDA is as follows:

​

​	​	​	​	​	​	​	​
​	Three Months Ended September 30,			​	Nine Months Ended September 30,
000	2022	****	2021	****	2022	****	2021
Operating loss	(1,638)		(2,217)	​	(990)		(4,505)
Depreciation and amortization	2,475		1,333	​	5,934		3,220
EBITDA	837		(884)	​	4,944		(1,285)
Depreciation of right-of-use assets	(65)		(40)	​	(154)		(115)
Lease interest expense	(5)		(5)	​	(13)		(15)
Share based compensation	843		1,480	​	2,940		3,680
Transaction and acquisition costs	362		204	​	708		1,340
Exceptional costs	216		721	​	407		2,150
Loss on remeasurement of derivative liability	101		—	​	101		—
Gain on remeasurement of contingent consideration	(52)		—	​	(521)		—
Adjusted EBITDA	2,237		1,476	​	8,412		5,755

All values are in Euros.

​

In the nine months ended September 30, 2022, exceptional costs include one-time costs for the Corporation of EUR 0.4m related to legal and professional fees and other non-recurring regulatory and legal matters. In the nine months ended September 30, 2021 EUR 0.7m is related to the termination of the employment contract of the previous interim CEO in September 2021 and EUR 1.4m is related to legal and professional fees on the Nasdaq listing, base shelf prospectus and other non-recurring regulatory and legal matters.

​

Gain on remeasurement of contingent consideration is due to remeasurement of the present value of deferred share consideration in relation to the acquisition of Spin and loss on remeasurement of derivative liability is due to remeasurement of the present value of the conversion options embedded in the Financing Arrangement convertible debt instrument.

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Table of Contents

5.4	SELECTED FINANCIAL INFORMATION

​

Selected financial information is as follows:

​

​	​	​	​	​	​	​	​	​
​	Three Months Ended September 30,			​	Nine Months Ended September 30,			​
000	2022	****	2021	****	2022	****	2021	​
Revenue	20,899		12,874	​	61,053		42,561	​
Operating loss	(1,638)		(2,217)	​	(990)		(4,505)	​
EBITDA	837		(884)	​	4,944		(1,285)	​
Adjusted EBITDA	2,237		1,476	​	8,412		5,755	​

All values are in Euros.

​

​	​	​	​	​
​	​	As at	​	As at
​	​	September 30,	​	December 31,
​	****	2022	****	2021
Total assets		109,747		83,390
Total liabilities		37,404		17,195

​

TRADE AND OTHER RECEIVABLES

​

​	​	​	​
​	As at	​	As at
​	September 30,	​	December 31,
000	2022	****	2021
Less than one month	11,601		8,717
Between two and three months	1,221		747
Greater than three months	1,629		1,405
​	14,451	​	10,869
Provision for expected credit losses	(2,691)		(2,415)
Trade and other receivables	11,760		8,454

All values are in Euros.

​

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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	18<br><br>​

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Table of Contents TRADE PAYABLES AND OTHER LIABILITIES

​

​	​	​	​
​	As at	​	As at
​	September 30,	​	December 31,
000	2022	****	2021
Trade payables	2,852		1,464
Accrued liabilities	16,541		12,380
Sales tax payable	—		444
Other liabilities	512		69
Trade payables and other liabilities	19,905	****	14,357

All values are in Euros.

​

5.5	SUMMARY OF QUARTERLY RESULTS

​

The following table presents the selected financial data for continuing operations for each of the past eight quarters of the Corporation.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		4Q20		1Q21		2Q21		3Q21		4Q21		1Q22		2Q22		3Q22
​	​	2020	​	2021							​	2022
000		Q4		Q1		Q2		Q3		Q4		Q1		Q2		Q3
Revenue		13,778		14,196		15,491		12,874		15,758		19,360		20,794		20,899
Operating income (loss)		(5,205)		(516)		(1,772)		(2,217)		(1,841)		(143)		791		(1,638)
EBITDA		(4,532)		320		(721)		(884)		(264)		1,433		2,674		837
Adjusted EBITDA		1,350		2,326		1,953		1,476		1,599		3,040		3,135		2,237
Income (Loss) per share () - Basic and diluted		(0.52)		(0.06)		(0.11)		(0.12)		(0.08)		(0.03)		0.00		(0.09)

All values are in Euros.

​

5.6	LIQUIDITY AND CAPITAL RESOURCES

​

The Corporation’s principal sources of liquidity are its cash generated from operations. Currently available funds consist primarily of cash on deposit with banks. The Corporation calculates its working capital requirements as follows:

​

​	​	​	​	​
​	****	As at	****	As at
​	​	September 30,	​	December 31,
EUR 000	​	2022	​	2021
Cash and cash equivalents		17,183		16,006
Trade and other receivables		11,760		8,454
Prepaid expenses and other assets		1,995		2,442
Consideration receivable		-		56
Current liabilities excluding deferred consideration		(26,359)		(15,317)
Net working capital		4,579		11,641
Deferred consideration		(1,364)		-
Net current assets	​	3,215	​	11,641

​

Deferred consideration of EUR 1,364 is related to deferred share consideration upon the acquisition of Spin on June 1, 2022 December 31, 2021: Nil).

​

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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	19<br><br>​

​

Table of Contents The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Corporation as at September 30, 2022 are below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	2022	****	2023	****	2024	****	2025	****	Thereafter	****	Total
Trade payables and other liabilities		19,905		-		-		-		-		19,905
Lease obligations on right of use assets		110		287		161		160		-		718
Convertible debt	​	-		-		10,259		-		-	​	10,259
Other non-current liabilities		-		1		1		1		236		239
​		20,015		288		10,421		161		236		31,121

​

MARKET RISK

​

The Corporation is exposed to market risks, including changes to foreign currency exchange rates and interest rates.

​

FOREIGN CURRENCY EXCHANGE RISK

​

The Corporation is exposed to foreign currency risk, which includes risks related to its revenue and operating expenses denominated in currencies other than EUR, which is both the reporting currency and primary contracting currency of the Corporation’s customers. Accordingly, changes in exchange rates may in the future reduce the purchasing power of the Corporation’s customers thereby potentially negatively affecting the Corporation’s revenue and other operating results.

​

The Corporation has experienced and will continue to experience fluctuations in its net loss as a result of translation gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

​

LIQUIDITY RISK

​

The Corporation is also exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Corporation manages liquidity risk by continuously monitoring its forecasted and actual cash flows, and matching maturity profiles of financial assets and liabilities.

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5.7	CASH FLOW SUMMARY

​

The cash flow may be summarized as follows:

​

​	​	​	​
​	Nine Months Ended September 30,
000	2022		2021
Operating activities	7,705	​	2,315
Investing activities	(14,376)	​	(21,680)
Financing activities	7,372	​	12,521
Effect of foreign exchange	476	​	1,047
Net cash flow from (used in) operations	1,177	​	(5,797)

All values are in Euros.

​

Cash flows used in investing activities is primarily due to EUR 8.5m in cash consideration paid upon business combination (nine months ended September 30, 2021: EUR 8.3m), additions to intangible assets of EUR 5.2m (nine months ended September 30, 2021: EUR 2.1m), and prepaid consideration in relation to the acquisition of Spin of EUR 0.8m (nine months ended September 30, 2021: Nil). Cash flows used in investing activities in the comparative period also include the final settlement of the Oryx earn out on January 18, 2021, of EUR 11.5m.

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Table of Contents

​	​	​	​
​	Nine Months Ended September 30,
000	2022	****	2021
Purchases of property and equipment	(257)		(72)
Additions in intangible assets	(5,157)		(2,091)
Proceeds from sale of discontinued operations	91		148
Consideration paid upon business combination	(8,488)		(8,268)
Cash acquired from business combination	256		124
Prepaid consideration	(821)		-
Deferred and contingent consideration payments	-		(11,521)
Cash flows used in investing activities	(14,376)	****	(21,680)

All values are in Euros.

​

In the nine months to September 30, 2022 cash flows from financing activities primarily consist of proceeds from convertible debt of EUR 8.3m and repayment of loans totalling EUR 0.6m (nine months ended September 30, 2021: EUR nil) inherited upon the acquisition of Spin. Cash flows from financing activities in the comparative period consist of net proceeds from the exercise of warrants and broker warrants issued as part of the November 2020 equity raise of EUR 10.8m, EUR 1.3m of net proceeds from shares issued to directors and officers of the Corporation in connection with a private placement and EUR 0.6m of proceeds from the exercise of stock options.

​

​	​	​	​
​	Nine Months Ended September 30,
000	2022		2021
Proceeds from exercise of warrants and broker warrants	-		10,817
Proceeds from convertible debt, net of costs	8,276		-
Proceeds from exercise of stock options	14		636
Proceeds from shares issued upon private placement, net of issuance costs	-		1,310
Repayment of lease liability	(112)		(110)
Repayment of loans	(654)		-
Interest income	13		54
Interest and financing fees	(165)		(186)
Cash flows from financing activities	7,372	****	12,521

All values are in Euros.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	21<br><br>​

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Table of Contents

6	TRANSACTIONS BETWEEN RELATED PARTIES

​

The Corporation’s policy is to conduct all transactions and settle all balances with related parties on market terms and conditions for those in the normal course of business. Transactions between the Corporation and its consolidated entities have been eliminated on consolidation and are not disclosed in this note.

​

Key Management Personnel

​

The Corporation’s key management personnel are comprised of members of the Board and the executive team which consists of the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), Chief Strategy Officer (“CSO”) and Chief Technology Officer (“CTO”). Three key management employees are also shareholders in the Corporation. Transactions and balances between the Corporation and its key management personnel are as follows:

​

●	Revenues for the three and nine months ended September 30, 2022, to a shareholder of the Company totalled EUR 22 and EUR 76, respectively (three and nine months ended September 30, 2021: EUR 44 and EUR 93, respectively).
●	Total compensation for salaries, director fees, share-based compensation, and short-term employee benefits of key management personnel of the Company for the three and nine months ended September 30, 2022, totalled EUR 1,450 and EUR 4,095, respectively (three and nine months ended September 30, 2021: EUR 2,136 and EUR 6,480, respectively).
---	---
●	Total compensation for salaries and short-term employee benefits of vendors of the sale of Wild Streak and Spin and subsequently employees of the Company for the three and nine months ended September 30, 2022, totalled EUR 421 and EUR 768, respectively (three and nine months ended September 30, 2021: EUR 151 and EUR 188, respectively).
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●	Gain on remeasurement of deferred consideration payable to the vendors of Spin and subsequently employees of the Company for the three and nine months ended September 30, 2022, totalled EUR 51 And EUR 521, respectively (three and nine months ended September 30, 2021: EUR nil).
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●	Interest expense on deferred consideration payable to the vendors of Spin and subsequently employees of the Company for the three and nine months ended September 30, 2022, totalled EUR 94 and EUR 127, respectively (three and nine months ended September 30, 2021: EUR nil).
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​

●	Interest expense on deferred and contingent consideration payable to the former Managing Director of Oryx for the three and nine months ended September 30, 2022, totalled EUR nil (three and nine months ended September 30, 2021: EUR nil and EUR 52).
●	During the three and nine months ended September 30, 2022, legal fees of EUR nil payable to the former Managing Director of Oryx in relation to the Oryx earn-out was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive income (loss) (three and nine months ended September 30, 2021: EUR nil and EUR 25).
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●	During the three and nine months ended September 30, 2022, professional fees of EUR nil and EUR 22, respectively, payable to a related businesses of a member of the Board of the Company was recognized in the consolidated statements of loss and comprehensive loss (three and nine months ended September 30, 2021: EUR 2 and EUR 87, respectively).
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●	As at September 30, 2022, EUR 16 of trade and other receivables was receivable from the former Managing Director of Oryx and other shareholders (December 31, 2021: EUR 47).
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Table of Contents

●	As at September 30, 2022, EUR nil of prepaid expenses and other assets was receivable from a related business of a non-executive director of the Company (December 31, 2021: EUR 62).
●	As at September 30, 2022, EUR 774 of trade payables and other liabilities was due to the Company’s key management personnel (December 31, 2021: EUR 1,924).
---	---
●	As at September 30, 2022, EUR 133 of trade payables and other liabilities was due to the vendors of the sale of Wild Streak and Spin and subsequently employees of the Company (December 31, 2021: EUR 62).
---	---
●	As at September 30, 2022, EUR 3,956 of deferred consideration (Note 10) was payable to the vendors of Spin and subsequently employees of the Company (December 31, 2021: EUR nil).
---	---
●	During the three and nine months ended September 30, 2022, EUR nil, of share capital (three and nine months ended September 30, 2021: EUR nil and EUR 22,000, respectively) was issued to the former Managing Director of Oryx upon completion of the earn-out. A corresponding decrease in shares to be issued was recognized in the interim unaudited condensed consolidated statements of changes in equity.
---	---
●	During the three and nine months ended September 30, 2022, EUR 6,764 of share capital (three and nine months ended September 30, 2021: EUR 13,746) was issued to the vendors of Wild Streak. A corresponding decrease in shares to be issued was recognized in the interim unaudited condensed consolidated statements of changes in equity.
---	---
●	During the three and nine months ended September 30, 2022, EUR 1,426, of share capital (three and nine months ended September 30, 2021: EUR nil) was issued to the vendors of Spin as share consideration for the acquisition of Spin.
---	---
●	During the three and nine months ended September 30, 2022, EUR 6,981 of shares to be issued (three and nine months ended September 30, 2021: EUR 13,746) to the vendors for the sale of Wild Streak (Note 4) was recognized in the interim unaudited condensed consolidated statements of changes in equity.
---	---
●	During the three and nine months ended September 30, 2022, EUR nil of additional share capital was recognized in the interim unaudited condensed consolidated statements of changes in equity in relation to the private placement by key management personnel of the Company (three and nine months ended September 30, 2021: EUR nil and EUR 1,918, respectively).
---	---
●	During the three and nine months ended September 30, 2022, EUR nil additional share capital, was recognized in the interim unaudited condensed consolidated statements of changes in equity for exercise of DSUs, RSUs and FSOs by key management personnel of the Company (three and nine months ended September 30, 2021: EUR nil and EUR 410, respectively).
---	---
●	During the three and nine months ended September 30, 2022, a total of EUR nil in payments were made to the former Managing Director of Oryx for deferred consideration (nine months ended September 30, 2021: EUR 11,521.
---	---
●	During the three and nine months ended September 30, 2022, a total of EUR nil in payments were made to the former Managing Director of Oryx for interest on deferred and contingent consideration payable (nine months ended September 30, 2021: EUR 140).
---	---
●	During the three and nine months ended September 30, 2022, a total of EUR 10,626 in cash consideration payments were made to the vendors of the sale of Spin and Wild Streak (nine months ended September 30, 2021: EUR 8,271).
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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	23<br><br>​

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Table of Contents

●	During the three and nine months ended September 30, 2022, a total of EUR 664 in loan payments were made to the vendors of the sale of Spin (nine months ended September 30, 2021: EUR nil).

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7	DISCLOSURE OF OUTSTANDING SHARE DATA

​

The number of equity-based instruments granted or issued may be summarized as follows:

​

​	​	​	​	​
​	​	September 30,	​	November 10,
​	****	2022	****	2022
Common Shares		21,107,768		21,107,768
Warrants		979,048		979,048
Broker Warrants		16,886		16,886
Fixed Stock Options		2,096,761		2,096,761
Restricted Share Units		738,000		738,000
Deferred Share Units		274,900		274,900
​		25,213,363		25,213,363

​

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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	24<br><br>​

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Table of Contents

8	SIGNIFICANT ACCOUNTING ESTIMATES

​

The preparation of the interim unaudited condensed consolidated financial statements requires management to make estimates and judgments in applying the Corporation’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes.

​

Within the context of the interim unaudited condensed interim unaudited condensed consolidated financial statements, a judgment is a decision made by management in respect of the application of an accounting policy, a recognized or unrecognized financial statement amount and/or note disclosure, following an analysis of relevant information that may include estimates and assumptions. Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the interim unaudited condensed consolidated financial statements and are based on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances.

​

Management continually evaluates the estimates and judgments it uses.

​

The following are the accounting policies subject to judgments and key sources of estimation uncertainty that the Corporation believes could have the most significant impact on the amounts recognized in the interim unaudited condensed consolidated financial statements.

​

Impairment of non-financial assets (property and equipment, right-of-use assets, intangible assets and goodwill)

​

-	Judgments made in relation to accounting policies applied

​

Management is required to use judgment in determining the grouping of assets to identify their cash generating units (“CGUs”) for the purposes of testing property and equipment, intangible assets and right-of-use assets for impairment. Judgment is further required to determine appropriate groupings of CGUs for the level at which goodwill and intangible assets are tested for impairment.

​

The Corporation has determined that Oryx and Wild Streak are two separate CGUs for the purposes of property and equipment, intangible assets and right-of-use asset impairment testing. For the purpose of goodwill impairment testing, CGUs are grouped at the lowest level at which goodwill is monitored for internal management purposes. In addition, judgment is used to determine whether a triggering event has occurred requiring an impairment test to be completed.

​

-	Key sources of estimation

​

In determining the recoverable amount of a CGU or a group of CGUs, various estimates are employed. The Corporation determines fair value less costs to sell using such estimates as market rental rates for comparable properties, recoverable operating costs for leases with tenants, non-recoverable operating costs, discount rates, capitalization rates and terminal capitalization rates. The Corporation determines value in use by using estimates including projected future revenues, earnings and capital investment consistent with strategic plans presented to the Board. Discount rates are consistent with external industry information reflecting the risk associated with the specific cash flows.

​

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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	25<br><br>​

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Table of Contents Impairment of accounts receivable

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In each stage of the expected credit loss (“ECL”) impairment model, impairment is determined based on the probability of default, loss given default, and expected exposures at default. The application of the ECL model requires management to apply the following significant judgments, assumptions, and estimations:

​

-	movement of impairment measurement between the three stages of the ECL model, based on the assessment of the increase in credit risks on accounts receivables. The assessment of changes in credit risks includes qualitative and quantitative factors of the accounts, such as historical credit loss experience and external credit scores,

​

-	thresholds for significant increase in credit risks based on changes in probability of default over the expected life of the instrument relative to initial recognition; and

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-	forecasts of future economic conditions.

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Leases

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-	Judgments made in relation to accounting policies applied

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Management exercises judgment in determining the appropriate lease term on a lease-by-lease basis. Management considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option including investments in major leaseholds and past business practice and the length of time remaining before the option is exercisable. The periods covered by renewal options are only included in the lease term if management is reasonably certain to renew. Management considers reasonably certain to be a high threshold. Changes in the economic environment or changes in the office rental industry may impact management’s assessment of lease term, and any changes in management’s estimate of lease terms may have a material impact on the Corporation’s consolidated statements of financial position and consolidated statements of income (loss) and comprehensive income (loss).

​

-	Key sources of estimation

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In determining the carrying amount of right-of-use assets and lease liabilities, the Corporation is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. Management determines the incremental borrowing rate using a base risk-free interest rate estimated by reference to the bond yield with an adjustment that reflects the Corporation’s credit rating, the security, lease term and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change due to changes in the business and macroeconomic environment.

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Warrants and share options

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-	Judgments made in relation to accounting policies applied

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Management exercises judgment in determining the model used and the inputs therein to evaluate the value of share option grants and issued warrants. Management considers all facts and circumstances for each grant issuance on an individual basis.

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-Key sources of estimation

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In determining the fair value of warrants and share options, the Corporation is required to estimate the future volatility of the market value of the Corporation’s shares by reference to its historical volatility or comparable companies over the previous years, a risk-free interest rate estimated by reference to the Government of Canada bond yield, and a dividend yield of nil.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	26<br><br>​

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Table of Contents Long-term employee benefits obligations

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-Judgments made in relation to accounting policies applied

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Management exercises judgment in determining the appropriate fair value of severance pay upon retirement and awards for years of service that certain employees have earned in return for their service. A calculation is made for each employee taking into account the cost of severance pay upon retirement due under the contract of employment and the cost of all expected awards for years of service with the Corporation until retirement.

​

-Key sources of estimation

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In determining the present value of liabilities to certain employees, the Corporation performs actuarial calculations in accordance with IAS 19 Employee Benefits applying the Projected Unit Credit Method to measure obligations and costs. Various assumptions are applied including retirement age, mortality, average salary of an individual and growth in income in future years.

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Convertible debt

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-Judgments made in relation to accounting policies applied

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Management exercises judgment in determining the appropriate fair value of each separately identifiable component in the convertible debt instrument. Embedded derivatives such as conversion and buy-back options are measured at fair value through profit and loss and remeasured at each reporting period. The host debt liability is measured at amortised cost and amortised over the life of the instrument. Residual amounts, if any, from the transaction price after deducting the fair value of derivative liabilities and host debt are allocated to warrants if issued as part of the convertible debt.

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-Key sources of estimation

​

In determining the present value of conversion options, the Company has performed Monte-Carlo simulations modelled as a series of call options with inputs including strike price, stock price WVAP, annualized volatility and risk-free rate.

​

In respect of buy-back options, the Company has employed a Black Scholes valuation, adding an early exercise premium. Inputs and assumptions include share pricem, risk free rate, volatility and exercise price.

​

The fair value of the host debt liability is determined using a discounted cash flow method at an appropriate market participant discount rate.

​

​

​

9	CHANGES IN ACCOUNTING POLICY

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There have been no changes in the Corporation’s accounting policies in any of the reporting periods discussed in this MD&A.

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​	​	​
​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	27<br><br>​

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Table of Contents

10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

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Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with IFRS. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on a review of the Corporation’s internal control procedures, the Corporation’s Chief Executive Officer and Chief Financial Officer believe its internal controls and procedures are appropriately designed as at the date of this MD&A.

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There have been no material changes in the Corporation’s internal control over financial reporting during the three and nine months ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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DISCLOSURE CONTROLS AND PROCEDURES

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Management is also responsible for the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that material information related to the Corporation, including its consolidated subsidiaries, which is required to be disclosed by the Corporation in its filings or required to be submitted by the Corporation under securities legislation is recorded, processed and summarized and reported within specified time periods. The Corporation’s Chief Executive Officer and Chief Financial Officer have each evaluated the design of the Corporation’s disclosure controls and procedures as at the date of this MD&A, and have concluded that these controls and procedures were appropriately designed.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	28<br><br>​

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Table of Contents

11	RISK FACTORS AND UNCERTAINTIES

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Certain factors, listed below, may have a material adverse effect on the Corporation’s business, financial condition, and results of operations. Current and prospective investors should carefully consider the risks and uncertainties and other information contained in this MD&A and the corresponding financial statements.

​

The risks and uncertainties described herein and therein are not the only ones the Corporation may face. Additional risks and uncertainties that the Corporation is unaware of, or that the Corporation currently believes are not material, may also become important factors that could adversely affect the Corporation’s business. If any of such risks actually occur, the Corporation’s business, financial condition, results of operations, and future prospects could be materially and adversely affected.

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LIMITED OPERATING HISTORY

​

The Corporation has a limited operational history. The Corporation has never paid dividends and has no present intention to pay dividends. The Corporation is subject to risks including uncertainty of revenues, markets and profitability and the need to obtain additional funding. The Corporation will be committing, and for the foreseeable future will continue to commit, significant financial resources to marketing, product development and research. The Corporation’s business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stage of development. Such risks include the evolving and unpredictable nature of the Corporation’s business, the Corporation’s ability to anticipate and adapt to a developing market and the ability to identify, attract and retain qualified personnel. There can be no assurance that the Corporation will be successful in doing what is necessary to address these risks.

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KEY PERSONNEL

​

The success of the Corporation may be dependent on the services of its senior management and consultants. The experience of these individuals may be a factor contributing to the Corporation’s continued success and growth. The loss of one or more of its key employees or consultants could have a material adverse effect on the Corporation’s operations and business prospects. In addition, the Corporation’s future success will depend in large part on its ability to attract and retain additional highly skilled technical, management, sales and marketing personnel. There can be no assurance that the Corporation will be successful in attracting and retaining such personnel and the failure to do so could have a material adverse effect on the Corporation’s business, operating results, and financial condition.

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ADDITIONAL FINANCING REQUIREMENTS

​

In order to accelerate the Corporation’s ability to meet its growth objectives, it may need to raise additional funds from lenders and equity markets in the future. There can be no assurance that the Corporation will be able to raise additional capital on commercially reasonable terms to finance its growth objectives. The ability of the Corporation to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Corporation. There can be no assurance that the Corporation will be successful in its efforts to arrange additional financing on terms satisfactory to the Corporation. If additional financing is raised by the issuance of Common Shares from the treasury of the Corporation, control of the Corporation may change, and shareholders may suffer additional dilution to current levels as a result of shares under option and broker warrants.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	29<br><br>​

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Table of Contents COMPETITION

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The Corporation may not be able to compete successfully against current and future competitors, and the competitive pressures the Corporation faces could harm its business and prospects. Broadly speaking, the market for gambling businesses and media companies is highly competitive. The level of competition is likely to increase as current competitors improve their product offerings and as new participants enter the market. Some of the Corporation’s current and potential competitors have longer operating histories, larger customer bases, greater name and brand recognition and significantly greater financial, sales, marketing, technical and other resources than the Corporation. Additionally, these competitors have research and development capabilities that may allow them to develop new or improved products that may compete with products the Corporation markets and distributes.

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New technologies and the expansion of existing technologies may also increase competitive pressures on the Corporation. Increased competition may result in reduced operating margins as well as loss of market share.

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MANAGEMENT OF GROWTH

​

The Corporation may be subject to growth-related risks including capacity constraints and pressure on its operating systems and systems of internal controls. The Corporation’s ability to manage its growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base.

​

The inability of the Corporation to deal with this growth could have a material adverse impact on its business, operations, and prospects. While management believes that it will have made the necessary investments in infrastructure to process anticipated volume increases in the short term, the Corporation may experience growth in the number of its employees and the scope of its operating and financial systems, resulting in increased responsibilities for the Corporation’s personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Corporation will also need to continue to implement and improve its operational, financial and management information systems and to hire, train, motivate, manage and retain its employees. There can be no assurance that the Corporation will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support the Corporation’s operations or that the Corporation will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with this growth.

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ABSENCE OF PROFITS

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The Corporation has not earned any profits to date and there is no assurance that it will earn any profits in the future, or that profitability, if achieved, will be sustained. A significant portion of the Corporation’s financial resources will continue to be directed to the development of its products and to marketing activities. The success of the Corporation will ultimately depend on its ability to generate revenues such that the business development and marketing activities may be financed by revenues from operations instead of external financing. There is no assurance that future revenues will be sufficient to generate the required funds to continue such business development and marketing activities.

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CONFLICTS OF INTEREST

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Certain proposed directors and officers of the Corporation may become associated with other reporting issuers or other Companies which may give rise to conflicts of interest. In accordance with the Canada Business Corporations Act, directors who have a material interest or any person who is a party to a material contract or a proposed material contract with the Corporation are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors are required to act honestly and in good faith with a view to the best interests of the Corporation, as the case may be. Certain of the directors have either other employment or other business or time restrictions placed on them and accordingly, these directors will only be able to devote part of their time to the affairs of the Corporation.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	30<br><br>​

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Table of Contents

12	ADDITIONAL INFORMATION

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Additional information relating to the Corporation, including the Corporation’s annual information form, quarterly and annual reports and supplementary information is available on SEDAR at www.sedar.com.

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Press releases and other information are also available in the Investor section of the Corporation’s website at www.bragg.games.

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​	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>September 30, 2022	31<br><br>​

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Exhibit 99.3

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Yaniv Sherman, Chief Executive Officer of Bragg Gaming Group Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
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4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework.
---	---
5.2	ICFR – material weakness relating to design: N/A
---	---
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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Date:	November 10, 2022.	​
---	---	---
		​
/s/ Yaniv Sherman		​
Yaniv Sherman		​
Chief Executive Officer		​

​

Exhibit 99.4

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Ronen Kannor, Chief Financial Officer of Bragg Gaming Group Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
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4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
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5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
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(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
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(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
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(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
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5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework.
---	---
5.2	ICFR – material weakness relating to design: N/A
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5.3	Limitation on scope of design: N/A
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6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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Date:	November 10, 2022.
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​

/s/ Ronen Kannor
Ronen Kannor
Chief Financial Officer

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Exhibit 99.5

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BRAGG GAMING GROUP REPORTS RECORD THIRD QUARTER RESULTS

AS REVENUE RISES 62.3% TO €20.9 MILLION (USD $20.9 MILLION)

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Gross Profit Rises 58.0% to €10.4 Million (USD $10.4 Million)

Reflecting Higher Revenue and 50% Gross Profit Margin

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Adjusted EBITDA Improves 51.6% to €2.2 Million (USD $2.2 Million)

​

Reiterates Full Year 2022 Guidance for Revenue of €76-80 million (USD $76-80 Million) and Adjusted EBITDA of €10-11 million (USD $10-11 Million); Provides Initial Expectations for 2023 Revenue and Adjusted EBITDA Growth

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TORONTO, November 10 2022 – Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) ("Bragg" or the "Company"), a global B2B gaming technology and content provider, today reported record financial results for the third quarter ended September 30, 2022. The Company also provided an update on its strategic growth initiatives, reiterated its full year 2022 revenue and Adjusted EBITDA guidance and established initial growth targets for 2023 revenue and Adjusted EBITDA.

Summary of 3Q22 Financial and Operational Highlights

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​	​	​	​	​	​	​	​	​	​
Euros (millions)^(1)^	****	3Q22		****	3Q21		****	Change	****
Revenue	​	€	20.9	​	€	12.9	​	62.3	%
Gross profit	​	€	10.4	​	€	6.6	​	58.0	%
Gross profit margin	​	​	50.0	%	​	51.4	%	-137	bps
Adjusted EBITDA^(2)^		€	2.2	​	€	1.5	​	51.6	%
Adjusted EBITDA margin	​	​	10.7	%	​	11.5	%	-76	bps
Wagering revenue		€	4.6	B	€	3.2	B	42.4	%

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(1)	Bragg’s reporting currency is Euros. The exchange rate provided is US$1.00 = €1.00. Due to fluctuating currency exchange rates, this reference rate is provided for convenience only.

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(2)	Adjusted EBITDA is a non-IFRS measure. For important information on the Company’s non-IFRS measures, see “Non-IFRS Financial Measures” below.

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Chief Executive Officer Commentary

“Our record third quarter results reflect significant year-over-year revenue, gross profit and Adjusted EBITDA growth highlighting our progress in providing value-added content and services to a growing global base of customers across regulated iGaming markets, including in North America,” said Yaniv Sherman, Chief Executive Officer for Bragg. “In the third quarter of 2022, we generated third quarter records for revenue of €20.9 million (USD $20.9 million), gross profit of €10.4 million (USD $10.4 million), gross profit margin of 50.0%, and Adjusted EBITDA of €2.2 million (USD $2.2 million). Our operating momentum has been consistent throughout the year as for the first nine months of 2022 revenue, gross profit and Adjusted EBITDA have improved significantly, compared to the same period in 2021.

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“We continue to make steady progress on our strategic initiatives, including the development of new proprietary content, securing exclusive distribution agreements for popular third-party content and expanding our customer base and the number of markets we serve, including the Dutch market where we have established a leading position following our launch with multiple operators since the market opened. We have also integrated the Wild Streak Gaming and Spin Games acquisitions, established two new in-house game studios, and adjusted other areas throughout the organization to further streamline our operations and better position Bragg to scale as a global business.

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“As a content-led business, we are focused on accelerating the number of proprietary games we develop and growing the number of exclusive third-party games from leading studios, such as Sega Sammy Creation, Bluberi and Bally’s Interactive’s Gaming Arts and King Show Games studios, we can offer our customers. Our library of proprietary and exclusive third-party games has grown consistently throughout 2022 and that growth will accelerate in 2023 and beyond. We also continue to further differentiate our content library through new exclusive iGaming content distribution agreements with leading third-party game development studios. Our expanding library of proprietary and exclusive third-party content will serve us well as we deploy these new games over our newer tech stack with customers in markets we already serve, as well as when we enter new markets, particularly in North America.”

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Mr. Sherman concluded, “Our positive Adjusted EBITDA, combined with capital we raised in the third quarter positions us to continue to invest to drive further growth. Reflecting our strong performance through the first nine months of the year and our expectations for consistent operating execution in the fourth quarter, we are reiterating our guidance for 2022 full year revenue and Adjusted EBITDA. Looking ahead, we expect our consistent execution against our strategy and growth initiatives will drive further revenue and Adjusted EBITDA growth in 2023. Our expectation that we will continue to deliver top-line and Adjusted EBITDA growth in what is currently a highly dynamic and volatile environment is a testament to our team members ability to execute on our focused strategies, which positions us well to deliver near- and long-term shareholder value.”

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Third Quarter 2022 and Recent Business Highlights

●	Since July 1, 2022, Bragg’s new Remote Game Server (“RGS”), powered by the Oryx tech stack, has gone live in Connecticut and Ontario as well as in Michigan where the Company’s new proprietary, US-focused content is live with three major iGaming operators.
●	In September, Bragg raised net proceeds of USD $8.4 million of growth capital through an investment by Lind Global Fund II LP in the form of a USD $8.7 million convertible debt security which has a face value of USD $10.0 million.
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●	In September, the Company entered into an iGaming content development partnership with Bally’s Interactive (formally Gamesys), pursuant to which Bally’s Interactive online brands such as Virgin Casino, JackpotJoy and Vera&John will launch content from Bragg’s proprietary slots studios along with a range of exclusive proprietary and third-party titles from Bragg’s existing and future portfolio. Bragg will also distribute titles on an exclusive basis via its RGS from a select number of Bally’s Interactive’s third-party partner studios, marking a new and exclusive distribution channel for iGaming content from certain developers including Gaming Arts and King Show Games.
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●	In October, Bragg entered into an agreement with Sega Sammy Creation Inc. (“SSC”) for the exclusive rights to distribute select titles from SSC’s popular content portfolio to iGaming operators in the U.S., U.K. and other global markets.
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Third Quarter 2022 Financial Results and other Key Metrics Highlights

●	Revenue increased by 62.3% to €20.9 million (USD $20.9 million) compared to €12.9 million (USD $12.9 million) in 3Q21.
●	Wagering revenue generated by customers of €4.6 billion (USD $4.6 billion) increased from €3.2 billion (USD $3.2 billion) in 3Q21. Wagering revenue in 3Q22 reflects a change in product mix towards
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turn-key customers (Player Account Management or PAM), managed services and proprietary content, resulting in improved gross profit and Adjusted EBITDA.
---
●	Gross profit increased 58% to €10.4 million (USD $10.4 million) from €6.6 million (USD $6.6 million) in 3Q21, representing a gross profit margin of 50.0%.
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●	Net loss for the period was €2.0 million (USD $2.0 million), an improvement from a net loss of €2.5 million (USD $2.5 million) in 3Q21, primarily due to higher gross profit that was offset by an increase in IT and hosting costs, professional fees, transnational and exceptional costs, sales and marketing expense and higher depreciation and amortization.
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●	Adjusted EBITDA was €2.2 million (USD $2.2 million), an increase of 51.6% compared to €1.5 million (USD $1.5 million) in 3Q21, representing an Adjusted EBITDA margin of 10.7%.
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●	Cash and cash equivalents as of September 30, 2022 was €17.2 million (USD $17.2 million) which reflects in part the €8.3million (USD $8.4 million) in net proceeds from the convertible debt security issued in September.
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Full Year 2022 Revenue and Adjusted EBITDA Guidance

Reflecting its expectation for continued steady operating performance in 4Q22, Bragg reiterated its outlook for 2022 full year expected revenue and Adjusted EBITDA of €76-80 million (USD $76-80 million) and €10-11 million (USD $10-11 million), respectively. The midpoints of the 2022 revenue and Adjusted EBITDA guidance ranges represent growth of 34% and 46%, respectively, over the reported full year 2021 revenue and Adjusted EBITDA. Bragg also provided an initial expectation for 2023 full year revenue growth of low double-digit percentage and for 2023 full year Adjusted EBITDA growth of at least 20%.

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Investor Conference Call

The Company will host a conference call today, November 10, 2022, at 8:30 a.m. Eastern Time, to discuss its third quarter 2022 results. During the call, management will review a presentation that will be made available to download or follow as a webcast at https://investors.bragg.games.

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To join the call, please use the below dial-in information:

Participant Toll-Free Dial-In Number (US/CANADA): (888) 210-4227 Participant Toll Dial-In Number (INTERNATIONAL): (646) 960-0341

United Kingdom: Toll-Free: +44 800 358 0970

United Kingdom: **** Toll Dial-In: +44.20.3433.3846

Conference ID: 2522980

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Or join the webcast at https://investors.bragg.games under the Media section.

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A replay of the call will be available until November 17, 2022 following the conclusion of the live call. In order to access the replay, dial (647) 362-9199 or (800) 770-2030 (toll-free) and use the passcode 2522980.

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Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), including, without limitation, statements with respect to the following: the Company’s strategic growth initiatives and corporate vision and strategy; financial guidance for 2022, expected performance of the Company’s business; expansion into new markets; the impact of the new German regulatory regime, expected future growth and expansion opportunities; expected benefits of transactions; expected future actions and decisions of regulators and the timing and impact thereof. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing readers to get a better

understanding of the Company’s anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as “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 words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

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All forward-looking statements reflect the Company’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the following: the impact of any public health measures on the business of the Company; the regulatory regime governing the business of the Company;  the operations of the Company; the products and services of the Company; the Company’s customers; the growth of Company’s business, the meeting minimum listing requirements of the stock exchanges on which the Company's shares trade; which may not be achieved or realized within the time frames stated or at all; the integration of technology; and the anticipated size and/or revenue associated with the gaming market globally.

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the following: risks related to the Company’s business and financial position; that the Company may not be able to accurately predict its rate of growth and profitability; risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; the inability to access sufficient capital from internal and external sources; the inability to access sufficient capital on favorable terms; realization of growth estimates, income tax and regulatory matters; the ability of the Company to implement its business strategies; competition; economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices; changes in customer demand; disruptions to our technology network including computer systems and software; natural events such as severe weather, fires, floods and earthquakes; and risks related to health pandemics and the outbreak of communicable diseases. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws.

Non-IFRS Financial Measures

Statements in this news release make reference to “Adjusted EBITDA”, which is a non-IFRS (as defined herein) financial measure that the Company believes is appropriate to provide meaningful comparison with, and to enhance an overall understanding of, the Company’s past financial performance and prospects for the future. The Company believes that “Adjusted EBITDA” provides useful information to both management and investors by excluding specific expenses and items that management believe are not indicative of the

Company’s core operating results. “Adjusted EBITDA” is a financial measure that does not have a standardized meaning under International Financial Reporting Standards (“IFRS”). As there is no standardized method of calculating “Adjusted EBITDA”, it may not be directly comparable with similarly titled measures used by other companies. The Company considers “Adjusted EBITDA” to be a relevant indicator for measuring trends in performance and its ability to generate funds to service its debt and to meet its future working capital and capital expenditure requirements. “Adjusted EBITDA” is not a generally accepted earnings measure and should not be considered in isolation or as an alternative to net income (loss), cash flows or other measures of performance prepared in accordance with IFRS. Adjusted EBITDA is more fully defined and discussed, and reconciliation to IFRS financial measures is provided, in Company’s Management’s Discussion and Analysis (“MD&A”) for the three- and nine-month periods ended September 30, 2022.

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About Bragg Gaming Group

Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is a content-driven iGaming technology provider, serving online and land-based gaming operators with its proprietary and exclusive content, and its cutting-edge technology. Bragg Studios offer high-performing, data-driven and passionately crafted casino gaming titles from in-house brands Wild Streak Gaming, Spin Games, Atomic Slot Lab, Indigo Magic and Oryx Gaming. Its proprietary content portfolio is complemented by a range of exclusive titles from carefully selected studio partners which are Powered By Bragg: games built on Bragg remote games server (Bragg RGS) technology, distributed via the Bragg Hub content delivery platform and available exclusively to Bragg’s customers. Bragg’s modern and flexible omnichannel Player Account Management (Bragg PAM) platform powers multiple leading iCasino and sportsbook brands and is supported by expert in-house managed operational and marketing services. All content delivered via the Bragg Hub, whether exclusive or from Bragg’s large, aggregated games portfolio, is managed from a single back-office and is supported by powerful data analytics tools, as well as Bragg’s Fuze™ player engagement toolset. Bragg is licensed or otherwise certified, approved and operational in multiple regulated iCasino markets globally, including in New Jersey, Pennsylvania, Michigan, Ontario, the United Kingdom, the Netherlands, Germany, Sweden, Spain, Malta and Colombia.

Find out more.

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Contacts:

Yaniv SpielbergJoseph Jaffoni, Richard Land, James Leahy

Chief Strategy OfficerJCIR

Bragg Gaming Group212-835-8500 or bragg@jcir.com info@bragg.games

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Financial tables follow

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts**)**

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​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
​	**** ****	2022		**** ****	2021		**** ****	2022		**** ****	2021
Revenue	​	​	20,899	​	​	12,874	​	​	61,053	​	​	42,561
Cost of revenue	​	​	(10,454)	​	​	(6,263)	​	​	(28,961)	​	​	(22,276)
​	​	​	​	​	​	​	​	​	​	​	​	​
Gross Profit	​	​	10,445	​	​	6,611	​	​	32,092	​	​	20,285
Selling, general and administrative expenses	​	​	(12,034)	​	​	(8,864)	​	​	(33,539)	​	​	(24,838)
Loss on remeasurement of derivative liability	​	​	(101)	​	​	—	​	​	(101)	​	​	—
Gain on remeasurement of consideration receivable	​	​	—	​	​	36	​	​	37	​	​	48
Gain on remeasurement of deferred consideration	​	​	52	​	​	—	​	​	521	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Operating Loss	​	​	(1,638)	​	​	(2,217)	​	​	(990)	​	​	(4,505)
Net interest expense and other financing charges	​	​	(246)	​	​	(99)	​	​	(524)	​	​	(227)
​	​	​	​	​	​	​	​	​	​	​	​	​
Loss Before Income Taxes	​	​	(1,884)	​	​	(2,316)	​	​	(1,514)	​	​	(4,732)
Income taxes	​	​	(114)	​	​	(161)	​	​	(1,114)	​	​	(1,150)
​	​	​	​	​	​	​	​	​	​	​	​	​
Net Loss	​	​	(1,998)	​	​	(2,477)	​	​	(2,628)	​	​	(5,882)
Items to be reclassified to net loss:	​	​	​	​	​	​	​	​	​	​	​	​
Cumulative translation adjustment	​	​	2,211	​	​	364	​	​	4,396	​	​	1,913
​	​	​	​	​	​	​	​	​	​	​	​	​
Net Comprehensive Income (Loss)	​	​	213	​	​	(2,113)	​	​	1,768	​	​	(3,969)
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Basic and Diluted Loss Per Share	​	​	(0.09)	​	​	(0.12)	​	​	(0.12)	​	​	(0.30)
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Millions	​	​	Millions	​	​	Millions	​	​	Millions
Weighted average number of shares - basic and diluted	​	​	21.9	​	​	20.0	​	​	21.2	​	​	19.3

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

​

​	​	​	​	​	​	​
​	​	As at		​	As at
​	​	September 30,		​	December 31,
​	****	2022		****	2021
Cash and cash equivalents	​	​	17,183	​	​	16,006
Trade and other receivables	​	​	11,760	​	​	8,454
Prepaid expenses and other assets	​	​	1,995	​	​	2,442
Consideration receivable	​	​	—	​	​	56
​	​	​	​	​	​	​
Total Current Assets	​	​	30,938	​	​	26,958
Property and equipment	​	​	524	​	​	252
Right-of-use assets	​	​	774	​	​	579
Intangible assets	​	​	48,974	​	​	30,845
Goodwill	​	​	28,507	​	​	24,728
Other assets	​	​	30	​	​	28
​	​	​	​	​	​	​
Total Assets	​	​	109,747	​	​	83,390
​	​	​	​	​	​	​
Trade payables and other liabilities	​	​	19,905	​	​	14,357
Deferred revenue	​	​	1,116	​	​	27
Income taxes payable	​	​	1,219	​	​	784
Lease obligations on right of use assets - current	​	​	432	​	​	149
Deferred consideration - current	​	​	1,364	​	​	—
Derivative liability - current	​	​	3,568	​	​	—
Loans payable	​	​	119	​	​	—
​	​	​	​	​	​	​
Total Current Liabilities	​	​	27,723	​	​	15,317
Deferred income tax liabilities	​	​	1,113	​	​	1,243
Non-current lease obligations on right of use assets	​	​	397	​	​	451
Convertible debt	​	​	5,000	​	​	—
Deferred consideration	​	​	2,591	​	​	—
Other non-current liabilities	​	​	580	​	​	184
​	​	​	​	​	​	​
Total Liabilities	​	​	37,404	​	​	17,195
​	​	​	​	​	​	​
Share capital	​	​	109,902	​	​	100,285
Broker warrants	​	​	38	​	​	38
Shares to be issued	​	​	6,982	​	​	13,746
Contributed surplus	​	​	19,912	​	​	18,385
Accumulated deficit	​	​	(71,371)	​	​	(68,743)
Accumulated other comprehensive income	​	​	6,880	​	​	2,484
​	​	​	​	​	​	​
Total Equity	​	​	72,343	​	​	66,195
​	​	​	​	​	​	​
Total Liabilities and Equity	​	​	109,747	​	​	83,390

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BRAGG GAMING GROUP INC.

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES

(in thousands)

​

​	​	​	​	​	​	​	​
​	Three Months Ended September 30,			​	Nine Months Ended September 30,
000	2022	****	2021	****	2022	****	2021
Revenue	20,899	​	12,874	​	61,053	​	42,561
Operating loss	(1,638)	​	(2,217)	​	(990)	​	(4,505)
EBITDA	837	​	(884)	​	4,944	​	(1,285)
Adjusted EBITDA	2,237	​	1,476	​	8,412	​	5,755

All values are in Euros.

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