6-K - BRAG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 May 2023

Commission File Number: 001-40759

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)

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.

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-month period ended March 31, 2023
99.2	Management discussion & analysis for the three-month period ended March 31, 2023
99.3	Certification of Interim Filings - CEO
99.4	Certification of Interim Filings - CFO
99.5	News release, dated May 10, 2023

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: May 10, 2023
	By:	/s/ Yaniv Spielberg
	Name:	Yaniv Spielberg
	Title:	Chief Strategy Officer

Table of Contents Exhibit 99.1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Three-month periods ended March 31, 2023 and March 31, 2022

Presented in Euros (Thousands)

Table of Contents

TABLE OF CONTENTS


INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE 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

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1	GENERAL INFORMATION	5
2	SIGNIFICANT ACCOUNTING POLICIES	5
3	LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE	6
4	ACQUISITION OF SPIN GAMES LLC	7
5	CONVERTIBLE DEBT	8
6	SHARE CAPITAL	11
7	WARRANTS	11
8	SHARE BASED COMPENSATION	12
9	GOODWILL	15
10	DEFERRED CONSIDERATION	16
11	INTANGIBLE ASSETS	17
12	CASH AND CASH EQUIVALENTS	17
13	TRADE AND OTHER RECEIVABLES	18
14	PREPAID EXPENSES AND OTHER ASSETS	19
15	TRADE PAYABLES AND OTHER LIABILITIES	19
16	RELATED PARTY TRANSACTIONS	19
17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	21
18	SUPPLEMENTARY CASHFLOW INFORMATION	24
19	SEGMENT INFORMATION	25
20	INCOME TAXES	26
21	CONTINGENT LIABILITIES	27
22	SUBSEQUENT EVENTS	28

Table of Contents

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


		Three Months Ended March 31,
	Note	2023	2022
Revenue	3	22,859	19,360
Cost of revenue		(10,639)	(9,340)
Gross Profit		12,220	10,020

Selling, general and administrative expenses	3	(11,906)	(10,200)
Loss on remeasurement of derivative liability	5	(64)	—
Gain on remeasurement of consideration receivable	3	—	37
Gain on remeasurement of deferred consideration	4, 10	270	—
Operating Income (Loss)		520	(143)

Net interest expense and other financing charges	3	(596)	(152)
Loss Before Income Taxes	3	(76)	(295)

Income taxes	20	(400)	(425)
Net Loss		(476)	(720)

Items to be reclassified to net loss:
Cumulative translation adjustment		(558)	584

Net Comprehensive Loss		(1,034)	(136)

Basic and Diluted Loss Per Share		(0.02)	(0.04)

		Millions	Millions
Weighted average number of shares - basic and diluted		22.1	20.0

Certain comparative figures have been reclassified to conform with current period presentation.

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

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


				As at		As at
				March 31,		December 31,
	****	Note	****	2023	****	2022
Cash and cash equivalents		12		15,122		11,287
Trade and other receivables		13		12,495		16,628
Prepaid expenses and other assets		14		1,977		1,823
Total Current Assets				29,594		29,738
Property and equipment				729		660
Right-of-use assets				1,322		576
Intangible assets		11		40,569		41,705
Goodwill		4, 9		31,662		31,662
Other assets				47		47
Total Assets				103,923		104,388

Trade payables and other liabilities		15		18,282		19,549
Deferred revenue				703		746
Income taxes payable		20		1,396		1,113
Lease obligations on right of use assets - current				395		294
Deferred consideration - current		4, 10		1,121		1,176
Derivative liability - current		5		1,136		1,320
Loans payable				—		109
Total Current Liabilities				23,033		24,307
Deferred income tax liabilities		20		1,201		1,201
Non-current lease obligations on right of use assets				1,010		344
Convertible debt		5		5,572		6,648
Deferred consideration		4, 10		2,001		2,121
Other non-current liabilities				233		233
Total Liabilities				33,050		34,854

Share capital		6		111,517		109,902
Broker warrants		7		38		38
Shares to be issued				6,982		6,982
Contributed surplus				21,503		20,745
Accumulated deficit				(72,703)		(72,227)
Accumulated other comprehensive income				3,536		4,094
Total Equity				70,873		69,534
Total Liabilities and Equity				103,923		104,388

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

Approved on behalf of the Board


Yaniv Sherman	Holly Gagnon
Chief Executive Officer	Non Executive Director

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


																			Accumulated
																			other
				Share			Shares to			Broker			Contributed			Accumulated			comprehensive			Total
	****	Note	****	capital		****	be issued		****	warrants		****	surplus		****	Deficit		****	income (loss)		****	Equity
Balance as at January 1, 2022					100,285			13,746			38			18,385			(68,743)			2,484			66,195
Exercise of deferred share units		6, 8			1,407			—			—			(1,407)			—			—			—
Exercise of stock options		6, 8			1			—			—			—			—			—			1
Share-based compensation		8			—			—			—			1,300			—			—			1,300
Net loss for the period					—			—			—			—			(720)			—			(720)
Other comprehensive income					—			—			—			—			—			584			584
Balance as at March 31, 2022					101,693			13,746			38			18,278			(69,463)			3,068			67,360

Balance as at January 1, 2023					109,902			6,982			38			20,745			(72,227)			4,094			69,534
Shares issued upon exercise of Convertible Debt		5, 6			1,614			—			—			—			—			—			1,614
Exercise of stock options		6, 8			1			—			—			—			—			—			1
Share-based compensation		8			—			—			—			758			—			—			758
Net loss for the period					—			—			—			—			(476)			—			(476)
Other comprehensive loss					—			—			—			—			—			(558)			(558)
Balance as at March 31, 2023					111,517			6,982			38			21,503			(72,703)			3,536			70,873

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

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


				Three Months Ended March 31,
	****	Note	****	2023	****	2022
Operating Activities
Net loss				(476)		(720)
Add:
Net interest expense and other financing charges		3		596		152
Depreciation and amortization		3		2,709		1,576
Share based compensation		3, 8		758		1,300
Loss on remeasurement of derivative liability		5		64		—
Gain on remeasurement of consideration receivable				—		(37)
Gain on remeasurement of deferred consideration		4, 10		(270)		—
Deferred income tax recovery		20		-		(56)
				3,381		2,215

Change in non-cash working capital		18		2,696		1,397
Change in income taxes payable				284		276
Cash Flows From Operating Activities				6,361		3,888

Investing Activities
Purchases of property and equipment				(150)		(80)
Additions of intangible assets		11		(1,918)		(1,207)
Proceeds from sale of discontinued operations				—		91
Prepaid consideration		4, 14		—		(354)
Cash Flows Used In Investing Activities				(2,068)		(1,550)

Financing Activities
Proceeds from exercise of stock options		8		1		1
Repayment of lease liability				(60)		(32)
Repayment of loans				(107)		—
Interest income				—		5
Interest and financing fees		3		(71)		(72)
Cash Flows Used In Financing Activities				(237)		(98)

Effect of foreign currency exchange rate changes on cash and cash equivalents				(221)		166
Change in Cash and Cash Equivalents				3,835		2,406
Cash and cash equivalents at beginning of period				11,287		16,006
Cash and Cash Equivalents at end of period				15,122		18,412

Certain comparative figures have been reclassified to conform with current period presentation.

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1****GENERAL INFORMATION

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.

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, 2022, which are available at www.sedar.com.

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, 2022.

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 May 10, 2023.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

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 March 31,
	****	Note	2023	****	2022
Revenue			22,859		19,360
Third-party content			(10,639)		(9,340)

Gross Profit			12,220		10,020
			****		****
Salaries and subcontractors			(5,503)		(3,980)
Share based compensation		8	(758)		(1,300)

Total employee costs			(6,261)		(5,280)
Depreciation and amortization			(2,709)		(1,576)
IT and hosting			(977)		(448)
Professional fees			(629)		(853)
Corporate costs			(144)		(507)
Sales and marketing			(413)		(663)
Bad debt expense		13	(39)		(104)
Travel and entertainment			(189)		(81)
Transaction and acquisition costs			(37)		(200)
Other operational costs			(508)		(488)
Selling, General and Administrative Expenses			(11,906)		(10,200)

Loss on remeasurement of derivative liability		5	(64)		—
Gain on remeasurement of consideration receivable			—		37
Gain on remeasurement of deferred consideration		4, 10	270		—
Operating Income (Loss)			520		(143)

Interest income			—		5
Accretion on liabilities		4, 5, 10	(506)		—
Loss on foreign exchange			(19)		(85)
Interest and financing fees			(71)		(72)
Net Interest Expense and Other Financing Charges			(596)		(152)
Loss Before Income Taxes			(76)		(295)

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4 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 (Euros)
Purchase price:
Prepaid consideration		2,138
Cash paid upon business combination		8,488
Shares		1,426
Deferred consideration		4,003
Total purchase price		16,055

Fair value of assets acquired, and liabilities assumed:
Cash and cash equivalents		266
Trade and other receivables		405
Prepaid expenses and other assets		105
Property and equipment		107
Right-of-use assets		177
Trade payables and other liabilities		(923)
Deferred revenue		(364)
Lease obligations on right of use assets - current		(88)
Loans payable		(773)
Non-current lease obligations on right of use assets		(89)
Net assets acquired and liabilities assumed		(1,177)

Fair value of intangible assets:
Intellectual property		1,471
Customer relationships		8,131
Gaming licences		164
Brand		462
Trademarks		70
Goodwill		6,934

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4	ACQUISITION OF SPIN GAMES LLC (CONTINUED)

The Company measured the present value of deferred consideration to be paid in common shares as EUR 3,122 and subsequently recorded an accretion expense of EUR 137 in the three months ended March 31, 2023 (three months ended March 31, 2022: EUR nil) and a gain on remeasurement of deferred consideration of EUR 270 (three months ended March 31, 2022: EUR nil).

As at March 31, 2023, deferred consideration of EUR 1,121 and EUR 2,001 has been recorded in current and non-current liabilities, respectively (December 31, 2022: EUR 1,176 and EUR 2,121 in current and non-current liabilities, respectively).

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 between 50.8% and 62.8% resulting in a DLOM of 4.8%, 14.9% and 18.3% 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 in 2022

On a pro-forma basis Spin generated revenue of EUR 818 for the three months ended March 31, 2022. This would have resulted in consolidated revenues of EUR 20,178 for three months ended March 31, 2022.

On a pro-forma basis Spin contributed net loss of EUR 333 for the three months ended March 31, 2022. This would have resulted in consolidated net loss of EUR 1,053 for the three months ended March 31, 2022.

5 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 an inherent 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 7).

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5	CONVERTIBLE DEBT (CONTINUED)

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).

On September 5, 2022, 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 1,483 (CAD 1,935).

The aggregate fair value of the Host Debt and Conversion Options exceeds the transaction price of EUR 8,770. 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 596 and EUR 121, respectively. All costs allocated to the Conversion Options were expensed as transaction and acquisition costs under selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss.


	Convertible debt	****	Derivative liability	Total
Balance at issuance - September 5, 2022	7,287		1,483	8,770
Issuance costs	(596)		—	(596)
Accretion expense	448		—	448
Gain on remeasurement of derivative liability	—		(13)	(13)
Effect of movement in exchange rates	(491)		(150)	(641)
Balance as at December 31, 2022	6,648		1,320	7,968

Accretion expense	369		—	369
Gain on remeasurement of derivative liability	—		64	64
Shares issued upon exercise of Convertible Debt	(1,390)		(224)	(1,614)
Effect of movement in exchange rates	(55)		(24)	(79)
Balance as at March 31, 2023	5,572		1,136	6,708

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5	CONVERTIBLE DEBT (CONTINUED)

On December 31, 2022, the aggregate fair value of the Conversion Options was calculated as EUR 1,320 (CAD 1,906). Key valuation inputs and assumptions used are stock price of CAD 6.188, expected life of between 0.09 and 1.68 years, annualized volatility of between 44.73% and 56.45%, annual risk-free rate of between 4.2% and 4.6%, and annual dividend yield of 0.0%.

On March 31, 2023, the aggregate fair value of the Conversion Options was calculated as EUR 1,136 (CAD 1,674). Key valuation inputs and assumptions used are closing stock price on March 31, 2023 of CAD 4.800, 5-day VWAP of CAD 4.769, expected life of between 0.08 and 1.42 years, annual risk-free rate of between 4.4% and 5.0%, and annual dividend yield of 0.0%.

For the three ended March 31, 2023, an accretion expense of EUR 369 was recognised in net interest expense and other financing charges (three months ended March 31, 2022: EUR nil) in respect of the Host Debt component. For the three months ended March 31, 2023, a gain on remeasurement of derivative liability of EUR 64 (three months ended March 31, 2022: EUR nil) was recognised in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

During the three months ended March 31, 2023, 444,577 shares were issued upon exercise of Convertible Debt (Note 6) representing USD 1,500 of the total face value of USD 10,000 (three months ended March 31, 2022: nil). Immediately prior to any conversion, the embedded derivative liability is remeasured at fair value through profit and loss. Key valuation inputs and assumptions used are closing stock price on dates of conversion of between CAD 5.220 and 5.400, 5-day VWAP of between CAD 4.894 and 5.615, expected life of between nil and 1.58 years, annual risk-free rate of between 4.2% and 5.0%, and annual dividend yield of 0.0%.

Derivative and host debt balances representing the fair value of the converted debt are subsequently transferred to the share capital account in the interim unaudited condensed statements of changes in equity. Upon exercise, during the three months ended March 31, 2023, EUR 1,390 and EUR 224 was transferred from the host debt liability and derivative liability, respectively, to share capital in the interim unaudited condensed consolidated statements of changes in equity for a total of EUR 1,614 (three months ended March 31, 2022: EUR nil).

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

6 **** SHARE CAPITAL

Authorized - Unlimited Common Shares, fully paid

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


			Note	****	Number	Value
January 1, 2022		Balance			19,956,034	100,285
March 17, 2022, to March 18, 2022		Issuance of share capital upon exercise of FSOs	8		500	1
March 22, 2022		Issuance of share capital upon exercise of DSUs	8		97,045	1,407
March 31, 2022	****	Balance			20,053,579	101,693

January 1, 2023		Balance			21,107,968	109,902
January 10, 2023		Issuance of share capital upon exercise of FSOs	8		350	1
January 13, 2023 to March 21, 2023		Shares issued upon exercise of Convertible Debt	5		444,577	1,614
March 31, 2023	****	Balance			21,552,895	111,517

The Company’s Common Shares have no par value.

7	WARRANTS

The following are continuities of the Company’s warrants:


				Warrants
				issued as part of	Broker
Number of Warrants			****	convertible debt	warrants

January 1, 2022 and March 31, 2022		Balance		—	16,686

January 1, 2023 and March 31, 2023	****	Balance		979,048	16,886

Each unit consists of the following characteristics:


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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7	WARRANTS (CONTINUED)

Warrants issued upon completion of Financing Arrangement

Upon completion of the Financing Arrangement (Note 5) 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.

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.

8	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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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8	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, 2022		246,945		235,000		1,816,302		8.95
Granted		125,000		80,000		273,000		8.62
Exercised		(97,045)		—		(500)		2.30
Forfeited / Cancelled		—		—		(87,849)		14.34
Balance as at March 31, 2022		274,900		315,000		2,000,953		8.67

Balance as at January 1, 2023		274,900		738,000		2,118,395		8.23
Granted		—		187,500		—		n/a
Exercised		—		—		(350)		2.30
Forfeited / Cancelled		—		—		(30,029)		6.89
Balance as at March 31, 2023		274,900		925,500		2,088,016		8.25

The following table summarizes information about the outstanding share options as at March 31, 2023:


		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		246,100		2		3.05		239,484		3.05
5.01 - 5.60		200,000		1		5.60		200,000		5.60
5.61 - 8.62		1,089,903		5		7.79		830,562		7.91
8.63 - 33.30		552,013		7		12.45		310,709		12.59
		2,088,016		5		8.25		1,580,755		7.80

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8	SHARE BASED COMPENSATION (CONTINUED)

The following table summarizes information about the outstanding share options as at March 31, 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		249,425		3		3.04		213,843		3.06
5.01 - 5.60		200,000		2		5.60		200,000		5.60
5.61 - 8.62		905,858		5		8.05		706,858		7.89
8.63 - 33.30		645,670		8		12.67		145,680		13.17
		2,000,953		5		8.67		1,266,381		7.32

During the three months ended March 31, 2023, a share-based compensation charge of EUR 259, has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss (three months ended March 31, 2022: EUR 779) in relation to the fixed stock options.

During the three months ended March 31, 2023, the Company granted nil share options (three months ended March 31, 2022: 273,000 share options with a weighted average exercise price of CAD 8.62 and a fair value of EUR 874).

The assumptions used to measure the grant date fair value of FSO options under the Black-Scholes valuation model for the three months ended March 31, 2022 were as follows:


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

During the three months ended March 31, 2023, 350 common shares, were issued upon exercise of fixed stock options (three months ended March 31, 2022: 500). Upon exercise of fixed stock options, for the three months ended March 31, 2023, EUR nil, (three months ended March 31, 2022: EUR nil) 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 months ended March 31, 2023, totaled EUR 1 (three months ended March 31, 2022: EUR 1).

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8	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 months ended March 31, 2023, nil DSUs were granted (three months ended March 31, 2022: 125,000 DSUs with a fair value of CAD 8.18 per unit determined as the share price on the date of grant).

During the three months ended March 31, 2023, a share-based compensation charge of EUR 65 has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss (three months ended March 31, 2022: EUR 177) in relation to the deferred share units.

During the three months ended March 31, 2023, nil common shares were issued upon exercise of DSUs (three months ended March 31, 2022: 97,045). For the three months ended March 31, 2022, upon exercise of DSUs, EUR 1,407 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 months ended March 31, 2023, 187,500 were granted (three months ended March 31, 2022: 80,000), with a fair value of CAD 5.25 per unit (three months ended March 31, 2022: CAD 8.18 per unit) determined as the share price on the date of grant.

During the three months ended March 31, 2023, a share-based compensation charge of EUR 434 has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss (three months ended March 31, 2022: EUR 344) in relation to the RSUs.

During the three months ended March 31, 2023, nil Common Shares were issued upon exercise of nil RSUs (three months ended March 31, 2022: nil).

9 GOODWILL

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


As at January 1, 2022		24,728
Goodwill recognized upon acquisition of Spin Games LLC (Note 4)		6,934
As at December 31, 2022 and March 31, 2023		31,662

The carrying amount of goodwill is attributed to the acquisitions of Oryx Gaming, Wild Streak and Spin. The Company completed its annual impairment tests for goodwill as at December 31, 2022 and concluded that there was no impairment.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9 GOODWILL (CONTINUED)

Key Assumptions

The recoverable amount was determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the Board and covering a five-year period and an after-tax discount rate of 17.5% (pre-tax rate 24.1%) per annum. The cash flows beyond the five-year period have been extrapolated using a steady 3.0% per annum growth rate.

The cash flow projections used in estimating the recoverable amounts are generally consistent with results achieved historically adjusted for anticipated growth. The Company believes that any reasonably possible change in key assumptions on which the recoverable amounts were based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount.

10 DEFERRED CONSIDERATION

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


Balance as at January 1, 2022		—
Deferred consideration payable upon business combination (Note 4)		4,003
Accretion expense		316
Gain on remeasurement of deferred consideration		(804)
Effect of movement in exchange rates		(218)
Balance as at December 31, 2022		3,297

Accretion expense		137
Gain on remeasurement of deferred consideration		(270)
Effect of movement in exchange rates		(42)
Balance as at March 31, 2023		3,122

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 4,003. The discount for lack of marketability (DLOM) on June 1, 2022, was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of between 71.4% and 80.9%, an annual dividend rate of 0% and time to maturity of 1-3 years.

In the three months ended March 31, 2023, an accretion expense of EUR 137 (three months ended March 31, 2022: nil) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

In the three months ended March 31, 2023, a gain on remeasurement of deferred consideration of EUR 270 (three months ended March 31, 2022: nil) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11 INTANGIBLE ASSETS


			Deferred
		Intellectual	Development	Customer
	****	Property	Costs	Relationships	Brands	Other	Total
Cost
Balance as at December 31, 2021		15,223	6,186	16,584	1,692	64	39,749
Additions		659	6,709	—	—	9	7,377
Acquired through business combination (Note 4)		1,471	—	8,131	462	234	10,298
Effect of movement in exchange rates		369	(14)	758	23	2	1,138

Balance as at December 31, 2022		17,722	12,881	25,473	2,177	309	58,562
Additions		9	1,909	—	—	—	1,918
Effect of movement in exchange rates		(153)	(18)	(396)	(16)	(6)	(589)
Balance as at March 31, 2023		17,578	14,772	25,077	2,161	303	59,891

Accumulated Amortization
Balance as at December 31, 2021		3,890	2,411	2,166	431	6	8,904
Amortization		2,238	3,161	2,186	350	46	7,981
Effect of movement in exchange rates		(17)	(4)	(2)	(2)	(3)	(28)

Balance as at December 31, 2022		6,111	5,568	4,350	779	49	16,857
Amortization		619	1,152	604	166	10	2,551
Effect of movement in exchange rates		(28)	(5)	(51)	(4)	2	(86)
Balance as at March 31, 2023		6,702	6,715	4,903	941	61	19,322

Carrying Amount

Balance as at December 31, 2022		11,611	7,313	21,123	1,398	260	41,705
Balance as at March 31, 2023		10,876	8,057	20,174	1,220	242	40,569

In the three-months ended March 31, 2023, amortization expense of EUR 2,551 was recognized within selling, general and administrative expenses (three months ended March 31, 2022: EUR 1,500).

12 CASH AND CASH EQUIVALENTS

As at March 31, 2023 and December 31, 2022, 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.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13	TRADE AND OTHER RECEIVABLES

Trade and other receivables comprises:


		As at		As at
		March 31,		December 31,
	****	2023	****	2022
Trade receivables		12,268		16,231
Sales tax		227		397
Trade and other receivables		12,495		16,628

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


		As at		As at
		March 31,		December 31,
	****	2023	****	2022
Less than one month		11,615		15,759
Between two and three months		1,089		1,313
Greater than three months		2,037		1,594
		14,741		18,666
Provision for expected credit losses		(2,473)		(2,435)
Trade receivables		12,268		16,231

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 receivables:


Balance as at December 31, 2021				2,415
Net additional provision for doubtful debts				(629)
Provision for late interest receivable				649
Balance as at December 31, 2022				2,435
Bad debt written-off				(1)
Net additional provision for doubtful debts				39
Balance as at March 31, 2023				2,473

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14 PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets comprises:


		As at		As at
		March 31,		December 31,
	****	2023	****	2022
Prepayments		1,556		1,636
Deposits		93		59
Other assets		328		128
Prepaid expenses and other assets		1,977		1,823

15	TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:


		As at		As at
		March 31,		December 31,
	****	2023	****	2022
Trade payables		4,324		4,327
Accrued liabilities		13,694		14,817
Other payables		264		405
Trade payables and other liabilities		18,282		19,549

16	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 Financial Officer (“CFO”), Chief Operating Officer (“COO”), Chief Strategy Officer (“CSO”) and Chief Technology Officer (“CTO”). Two key management employees are also shareholders in the Company.

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16	RELATED PARTY TRANSACTIONS (CONTINUED)

Transactions with Shareholders, Key Management Personnel and Members of the Board of Directors

Transactions recorded in the consolidated statements of loss and comprehensive loss between the Company and its shareholders, key management personnel and Board of Directors are set out in aggregate as follows:


	Three Months Ended March 31,
	2023	2022
Revenue	24	24
Salaries and subcontractors	(1,010)	(714)
Share based compensation	(630)	(591)
Professional fees	(10)	(10)
	(1,626)	(1,291)

Transactions with Wild Streak and Spin Vendors

Certain vendors in the sale of Wild Streak and Spin subsequently became employees of the Company. Transactions recorded in the consolidated statements of loss and comprehensive loss between the Company and these employees are set out in aggregate as follows:


	Three Months Ended March 31,
	2023	2022
Salaries and subcontractors	(530)	(122)
Share based compensation	(17)	—
Gain on remeasurement of deferred consideration	270	—
Interest and financing fees	(137)	—
	(414)	(122)

Balances due to/from key management personnel, Board of Directors and Wild Streak and Spin vendors who subsequently became employees of the Company are set out in aggregate as follows:


	As at		As at
	March 31,		December 31,
	2023	****	2022
Consolidated statements of financial position
Trade and other receivables	16		8
Trade payables and other liabilities	(1,842)		(2,019)
Deferred consideration - current	(1,121)		(1,176)
Deferred consideration - non-current	(2,001)		(2,121)
Net related party payable	(4,948)		(5,308)

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16	RELATED PARTY TRANSACTIONS (CONTINUED)

Other transactions with key management personnel, Board of Directors and Wild Streak and Spin vendors who subsequently became employees of the Company are set out in aggregate as follows:


	As at		As at
	March 31,		March 31,
	2023	****	2022
Consolidated statements of cash flows
Prepaid consideration	—		(354)
Net cash outflow	—		(354)

17 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
	March 31,		December 31,
	2023	****	2022
Trade and other receivables	12,495		16,628

Financial Liabilities


	Financial liabilities as subsequently
	measured at amortized cost
	March 31,		December 31,
	2023	****	2022
Trade payables	4,324		4,327
Accrued liabilities	13,694		14,817
Convertible debt	5,572		6,648
Loans payable	—		109
Other liabilities	264		405
Lease obligations on right of use assets	1,405		638
	25,259		26,944

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Fair Value Hierarchy

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


		March 31, 2023								December 31, 2022
	****	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		15,122		—		—		15,122		11,287		—		—		11,287

Financial liabilities
Fair value through profit and loss:
Derivative liability		—		1,136		—		1,136		—		1,320		—		1,320
Deferred consideration		—		3,122		—		3,122		—		3,297		—		3,297
Other liabilities		—		—		74		74		—		—		74		74

Fair value through other comprehensive income:
Other liabilities		—		—		159		159		—		—		159		159

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

During the three months ended March 31, 2023, a gain of EUR 270 (year ended December 31, 2021: EUR nil), was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss as gain on remeasurement of deferred consideration (Note 10) for financial instruments designated as FVTPL.

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.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Liquidity risk (continued)

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2023:


	****	2023	****	2024	****	2025	****	2026	****	Thereafter	****	Total
Trade payables and other liabilities		18,282		—		—		—		—		18,282
Lease obligations on right of use assets		349		357		334		187		259		1,486
Convertible debt		—		7,816		—		—		—		7,816
Other non-current liabilities		—		2		2		4		575		583
		18,631		8,175		336		191		834		28,167

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 March 31, 2023:


			Aging (months)
	Note	****	<1	****	1 - 3	****	>3	****	Total
Gross trade receivable	13		11,615		1,089		2,037		14,741
Expected loss rate			4.06%		19.28%		87.97%		16.78%
Expected loss provision	13		471		210		1,792		2,473

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Credit risk (continued)

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2022:


			Aging (months)
	Note	****	<1	****	1 - 3	****	>3	****	Total
Gross trade receivable	13		15,759		1,313		1,594		18,666
Expected loss rate			3.46%		40.21%		85.45%		13.05%
Expected loss provision	13		545		528		1,362		2,435

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 March 31, 2023, one customer (three months ended March 31, 2022: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 8,012 (three months ended March 31, 2022: EUR 9,529).

As at March 31, 2023, one customer (December 31, 2022: one customer) constituted more than 10% to the Company’s accounts receivable. The balance owed by this customer totaled EUR 2,221 (December 31, 2022: EUR 6,138).

18	SUPPLEMENTARY CASHFLOW INFORMATION

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


		Three Months Ended March 31,
Cash flows arising from movement in:	****	2023	****	2022
Trade and other receivables		4,100		(779)
Prepaid expenses and other assets		(180)		31
Deferred revenue		(35)		122
Trade payables and other liabilities		(1,189)		2,023
Changes in non-cash working capital		2,696		1,397

For the three months ended March 31, 2023, cash flows arising from movement in prepaid expenses and other assets excludes nil (three months ended March 31, 2022: EUR 354) in prepaid consideration.

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

19 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.

Geography – Revenue

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


	Three Months Ended March 31,
	2023		2022
Netherlands		8,621		9,569
Curaçao		4,802		3,664
Malta		4,311		3,195
USA		1,217		318
Croatia		866		584
Belgium		535		3
Serbia		511		335
Other		1,996		1,692
Revenue		22,859		19,360

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

Geography – Non-Current Assets

Non-current assets are held in the following jurisdictions:


	As at		As at
	March 31,		December 31,
	2023		2022
United States		73,328		73,611
Other		1,001		1,039
Non-current assets		74,329		74,650

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

20 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
	March 31,		December 31,
	2023	****	2022
Income taxes payable	1,396		1,113
Deferred income tax liabilities	1,201		1,201

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


	Three Months Ended March 31,
	2023	2022
Current period	400	452
Adjustment in respect of prior periods	—	29
Current income taxes	400	481
Deferred income tax recovery	—	(56)
Deferred income tax recovery	—	(56)
Income taxes	400	425

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


	As at		As at
	March 31,		December 31,
	2023	****	2022
Deferred tax assets
Non-capital losses carried forward	203		163

Deferred tax liabilities
Intangible assets	1,201		1,201
Other	(203)		(163)
Deferred income tax liabilities	1,201		1,201

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

20 INCOME TAXES (CONTINUED)

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:


	Three Months Ended March 31,
	2023	2022
Income tax losses - Canada	33,113	29,647
Capital tax losses - Canada	27,881	28,479
Income tax losses - United Kingdom	1,095	2,329
Income tax losses - Malta	142	239
Income tax losses - United States	250	—
Property and equipment	2,118	1,565
Goodwill	1,786	2,519
Intangible assets	5,033	—
Right-of-use assets	—	29
Share issuance costs	2,444	2,794
Total unrecognized deductible temporary difference	73,862	67,601

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


	Three Months Ended March 31,
	2023		2022
	%	****	%
Canadian statutory tax rate	26.5		26.5
Effect of tax rate in foreign jurisdictions	(14.0)		22.3
Impact of foreign currency translation	(528.7)		—
Non-deductible and non-taxable items	(178.7)		(123.1)
Change in tax benefits not recognized	181.7		(83.7)
Adjustments in respect of prior periods	(18.4)		(9.8)
Adjustment of prior period tax payable	0.2		—
Other	0.0		23.7
Effective Income Tax Rate Applicable to Loss Before Income Taxes	(531.4)		(144.1)

21	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.

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

22	SUBSEQUENT EVENTS

Between the reporting date and the date of these interim unaudited condensed consolidated financial statements, Lind delivered notice to convert the face value of USD 1,000 of Convertible Debt to Common Shares. The Company elected to settle USD 500 of the debt in cash upon delivery of a cash in-lieu of shares conversion notice for a total of USD 515 and was settled in full. USD 500 of the debt was converted to 172,780 Common Shares and have been issued in full.

Exhibit 99.2

Bragg Gaming Group Inc.

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE- MONTH PERIOD

ENDED MARCH 31, 2023

Table of Contents TABLE OF CONTENTS

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2023

1.	MANAGEMENT DISCUSSION& ANALYSIS	2
2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS	3
3.	LIMITATIONS OF KEY METRICS AND OTHER DATA	3
4.	OVERVIEW OF 1Q23	4
5.	FINANCIAL RESULTS	10
5.1	Basis of financial discussion	10
5.2	Selected interim information	10
5.3	Other financial information	11
5.4	Selected financial information	12
5.5	Summary of quarterly results	13
5.6	Liquidity and capital resources	13
5.7	Cash flow summary	14
6	TRANSACTIONS BETWEEN RELATED PARTIES	15
7	DISCLOSURE OF OUTSTANDING SHARE DATA	17
8	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS	17
9	CHANGES IN ACCOUNTING POLICY	20
10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING	20
11	RISK FACTORS AND UNCERTAINTIES	20
12	ADDITIONAL INFORMATION	27


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	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 flow for Bragg Gaming Group Inc., on a consolidated basis, for the three months (“1Q23”) ended March 31, 2023. References to “Bragg”, or “the Company” 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 interim unaudited condensed consolidated financial statements for the three months ended March 31, 2023 (the “Interims”).

For reporting purposes, the Company 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 Company 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 Company, 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 Company to lawfully conduct (or be associated with) gaming in a particular jurisdiction.

Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to May 10, 2023, the date the Company’s board of directors (the “Board”) approved this MD&A.

On April 30, 2021, the Company announced a one-for-ten share consolidation. At the annual and special meeting of the Company’s shareholders held on April 28, 2021, the Company’s shareholders granted the Board discretionary authority to implement a consolidation of the issued and outstanding common shares of the Company (“Common Shares”) on the basis of a consolidation ratio of up to fifteen (15) pre-consolidation Common Shares for one (1) post-consolidation Common Share. The Board selected a share consolidation ratio of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share. The Common Shares began trading on the Toronto Stock Exchange (“TSX”) on a post-consolidation basis under the Company’s existing trade symbol "BRAG" on May 5, 2021. In accordance with IFRS accounting principles, the change has been applied retrospectively 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>March 31, 2023	2<br><br>

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 Company, its subsidiaries and their respective customers and industries. Although the Company and management believe the expectations reflected in such forward-looking statements are appropriate 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.

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 Company’s stage of development, long-term capital requirements and future ability to fund operations, future developments in the Company’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 Company’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 Company.

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 Company, forward-looking statements in this MD&A describe the Company’s expectations as of May 10, 2023, and, accordingly, are subject to change after such date. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

3.	LIMITATIONS OF KEY METRICS AND OTHER DATA

The Company’s key metrics are calculated using internal Company data. While these numbers are based on what the Company 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 Company’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.

For important information on the Company’s non-IFRS measures, see the information presented in “Key metrics” and “Selected financial information” below. The Company 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 Company’s methodology.


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	3<br><br>

Table of Contents

4.	OVERVIEW OF 1Q23

Bragg Gaming: Overview and Strategy

Bragg is a content-driven business-to-business (“B2B”) iGaming technology provider. Its suite of iGaming content and technology, commercial relationships and operational licenses 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.

The Company’s proprietary suite of products includes a player account management (“PAM”) platform, which provides the tools required to operate an online gaming business, including player engagement and data analysis software. The Company’s technology was developed on a greenfield basis and is not dependent on legacy code. The Company’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.

The Company 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 Company 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.

In June 2021, the Company 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.

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

In September 2022, the Company consolidated its group of companies including Oryx, Wild Streak and Spin under the single brand name, Bragg Gaming Group.

The Company is dual-listed on the Nasdaq Global Select Market and the Toronto Stock Exchange, both under the symbol BRAG.

The Company aims to grow its business as a vertically integrated B2B provider to regulated online casinos, regulated online sports betting, and land-based casino offerings in global markets.

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

Financial performance in the first quarter of 2023

The Company is pleased to report on another solid trading performance during the three months ended March 31, 2023. The Company has continued to deliver against its strategic objectives, achieving growth, while remaining committed to revenue diversification and geographic expansion.


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	4<br><br>

Table of Contents Revenue

The Company’s revenue^1^ for the period ended March 31, 2023 increased from the same period in the previous year by 18.1% to EUR 22.9m (1Q22: EUR 19.4m) continuing solid growth momentum since 3Q21. The Company’s year-over-year revenue growth was mainly organic through its existing customer base, the onboarding of new customers in various jurisdictions and strong revenue performance from its proprietary Wild Streak casino games studio and Spin’s existing United States customer base. See “Risks and Uncertainties” below.

The Company’s revenue growth was mainly derived from the games and content segment which amounted to EUR 17.6 million (1Q22: EUR 13.9 million) and accounted for 76.8% (1Q22: 71.6%) of total revenues, as demand for the Group’s unique games and content and technology proposition continues to grow. The Company’s growth has been underpinned by continued investment and innovation in its technology, games development and product offering.

Management of the Company is pleased to see growth in game play and overall engagement level, maintaining solid unique player^2^ numbers. Total wagering generated via games and content offered by the Company in the period ended were up by 35.7% from the same period in the previous year to EUR 5.2 billion (1Q22: EUR 3.8 billion).

The number of unique players using our games and content in the period (excluding Wild Streak and Spin) were up by 42.8% from the same period in the previous year to 2.8 million (1Q22: 2.0 million). The increase in unique player number is associated with the significant improvements to our core content offering including recent technical developments giving the Company a powerful competitive advantage.

Gross profit increased compared to the same period in the previous year by 22.0% to EUR 12.2m (1Q22: EUR 10.0m) with gross margins increasing by 1.7% base points to 53.5% (1Q22: 51.8%). The margin improvement is primarily due to a change in the composition of revenue derived from our PAM and managed services together with an increase in revenue from proprietary game studios which have no cost of sales compared to third party games and content which have associated third party costs.

Selling, general and administrative expenses increased from the same period in the previous year by 16.7% to EUR 11.9m (1Q22: EUR 10.2m) amounting to 52.1% of total revenue (1Q22: 52.7%).

The increase of costs is in line with the Company’s investment in its growth strategy, as the Company continues to build its foundation as a scalable and innovative vertically integrated content and technology provider in the iGaming industry.

Main changes in the quarter were driven by the following:

(a)

Salaries and subcontractors increased by 38.3% to EUR 5.5 million (1Q22: EUR 4.0 million) as the Company continued to invest in expanding its technology and product offering by scaling its software and games development teams, product managers, data and analytics professionals, and executive team. This has enabled the Company to source new customers and maintain growth from its existing customer base, expand into new markets, and adapt to regulatory requirements. As a result of the increased level of investment in technology and products, total capitalized software development costs increased by EUR 0.7 million to EUR 1.9 million.

(b)

Share based compensation costs decreased by 41.7% to EUR 0.8 million (1Q22: EUR 1.3 million) in connection with share-based incentive plan awards to new directors and management composed of DSUs and RSUs and share options. The reduction is a combination of lower fair value of share-based awards compared to the prior period and changes in the vesting profile of new awards resulting in a greater proportion of aggregate fair value being expensed in future periods.

---

^1^ Revenue includes group share in Game and content, platform fees and management and turnkey solutions

^2^Unique players are individuals who made a real money bet at least once during the period


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	5<br><br>

Table of Contents Total employee costs (including share-based compensation charge) increased by 18.6% to EUR 6.3 million (1Q22: EUR 5.3 million) mainly due to an increased headcount in technology, product and senior management teams in the total value of EUR 1.5 million offset by lower share-based payment costs of EUR 0.5 million.

(c)	IT hosting costs increased by EUR 0.6 million to EUR 1.0 million (1Q22: EUR 0.4 million) scaling with the increase in gaming activity and increased costs of hosting and servers in various jurisdictions predominantly the United States, and is in line with the Company’s revenue growth.

(d)	Professional fees comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs decreased by EUR 0.3 million to EUR 0.6 million (1Q22: EUR 0.9 million) mainly due to the reduction in licensing applications and regulatory activities in various jurisdictions, and in particular the online gaming markets in Canada and the United States.

(e)	Corporate costs decreased by EUR 0.4 million to EUR 0.1 million (1Q22: EUR 0.5 million) as a result of an optimisation in the level of expenditure as part of the Company’s general corporate strategy.

(f)	Sales and marketing decreased by EUR 0.3 million to EUR 0.4 million (1Q22: EUR 0.7 million) mainly related to the optimisation of sales and gaming sector events, marketing and PR activities.

(g)	Other operational costs amounted to EUR 0.5 million (1Q22: EUR 0.5 million) mainly related to director and officer insurance premium as well as erosion, omission, and other travel/event costs. Loss on foreign exchange is now disclosed as net interest expense and other financing charges. Previously, this was categorized by the Company as other operational costs.

Total operating income for the period amounted to EUR 0.5 million (1Q22: operating loss EUR 0.1 million), an increase of EUR 0.6 million achieved by an increase of gross profit of EUR 2.2 million due to improved underlying revenue performance with a reduction of professional fees, corporate costs and sales and marketing in total of EUR 0.8 million and gain on remeasurement of deferred consideration of EUR 0.3 million, offset by increased total employee costs of EUR 1.0 million, depreciation and amortization of EUR 1.1 million, and IT and hosting costs of EUR 0.6 million.

The Company’s Adjusted EBITDA increased from the same period in the previous year by 28.1% to EUR 3.9 million (1Q22: EUR 3.0 million) with Adjusted EBITDA margins increasing by 1.3% to 17.0% (1Q22: 15.7%). The change in margin is mainly as a result of scale and a change in the product mix of PAM and managed services, while maintaining higher investment in salaries and subcontractor costs as part of the Company’s strategy to expand software development, product, and senior management functions. A reconciliation between the current and prior year’s reported figures to Adjusted EBITDA is shown in Section 5.3.

Cash flows from operating activities for the period ended March 31, 2023, amounted to EUR 6.4 million (1Q22: EUR 3.9 million) with the underlying performance reaching EUR 3.4 million (1Q22: EUR 2.2 million) with a movement in working capital and change in income taxes payable of EUR 3.0 million (1Q22: EUR 1.7 million).

Cash flows used in investing activities amounted to EUR 2.1 million (1Q22: EUR 1.6 million) an increase of EUR 0.5 million from the same period in the previous year and is mainly attributable to investment in intangible assets, mainly in software development costs, totaling EUR 1.9 million (1Q22: EUR 1.2 million).

Cash flows used in financing activities amounted to EUR 0.2 million (Q1 2022: EUR 0.1 million) mainly related repayment of loans in relation to the Spin acquisition in the total of EUR 0.1 million (1Q22: Nil).

Financial position

Cash and cash equivalents as of March 31, 2023, amounted to EUR 15.1 million (December 31, 2022: EUR 11.3 million), an increase of EUR 3.8 million primarily as a result of a strong trading resulting in positive cash flow from operations of EUR 6.4 million offset by EUR 2.1m of investment activities.


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	6<br><br>

Table of Contents Trade and other receivables as of March 31, 2023, totalled EUR 12.5 million (December 31, 2022: EUR 16.6 million), a decrease of EUR 4.1 million mainly as a result of the timing of the cash collection of several customers which took place from the previous year end.

Trade payables and other liabilities as of March 31, 2023, decreased by EUR 1.3 million to EUR 18.3 million (December 31, 2022: EUR 19.5 million) as result of a EUR 1.1 million decrease in trade payables and accrued liabilities, and other liabilities of EUR 0.2 million.

Total convertible debt valuation amounted to EUR 6.7 million (December 31, 2022: EUR 8.0 million), of which EUR 1.1 million is recorded as a short-term derivative liability (December 31, 2022: EUR 1.3 million) and EUR 5.6 million (December 31, 2022: EUR 6.7 million) is recorded as long term convertible debt and attributed to the financing completed in September 2022. The total outstanding face value amount repayable as of March 31, 2023 was USD 8.5 million (December 31, 2022: USD 10 million).

Other

●

Share Capital: As of March 31, 2023, the number of issued and outstanding shares was 21,552,895 (December 31, 2022: 21,107,968), the number of outstanding awards from equity incentive plans was 3,288,416 (December 31, 2022: 3,131,295), the number of outstanding warrants was 16,886 (December 31, 2022: 16,886) of broker warrants and warrants issued upon convertible debt of 979,048 (December 31, 2022: 979,048).

●	Employees: as of March 31, 2023, the Company employed 432 employees, contractors and sub-contractors (March 31, 2022: 320) across Europe, North America, India, and Israel.

Strategic progress

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

a) Focus on Core Business Growth

The Company 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 Company 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 its customers. The Company’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.

In the first quarter of 2023, the Company launched 12 new online casino games in Europe, of which four of these games were developed by its proprietary Bragg Studios brands. During the quarter, the Company also added over 500 titles from third party studios to its aggregated content portfolio in Europe. In North America, the Company launched five new online casino games during 1Q23 of which four casino games were games developed by its proprietary Bragg studios. In addition, the Company launched one proprietary land-based title in North America in 1Q23. As of March 31, 2023 the Company’s total active games portfolio consists of over 6,500 distinct titles.

The Company continued to expand its operations in existing markets during the year, launching its content with several new operator partners including in the United States, the United Kingdom and in Switzerland.


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	7<br><br>

Table of Contents

For the three months ended March 31, 2023, customer concentration from the top 10 customers was 64.3% of total revenues, compared to 75.2% of total revenues for the same period in the previous year. As of March 31, 2023, the Company’s total customer base was over 210 customers (March 31, 2022: over 140 customers). 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. See “Risks and Uncertainties” below.

b) Develop Games through Owned Studios

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

The Company owns five in-house Bragg Studios content brands: Wild Streak Gaming, Atomic Slot Lab, Indigo Magic, Spin Games and Oryx Gaming.

During the first quarter of 2023, Bragg Studios brands launched the following numbers of proprietary games titles:

●	Atomic Slot Lab launched one new online slot game in Europe (1Q22: two slot games) and two new online slot games in North America (1Q22: Nil slot games)
●	Indigo Magic launched two new online slot games in Europe (1Q22: Nil slot games)
---	---
●	Wild Streak Gaming launched one new online slot game in Europe (1Q22: two slot games) and one new land-based slot game in North America (1Q22: Nil slot games)
---	---
●	Spin Games launched two new online slot games in North America (1Q22: no new slot games as prior to acquisition by the Company)
---	---

In total, during the quarter, the Company launched four new online casino titles each in Europe and North America from its owned studios (1Q22: four slot games in Europe only), as well as one new land-based title in North America (1Q22: Nil land-based titles).

c) Expanding Offering by Introducing Exclusive Content

The Company continues to expand its Powered by Bragg portfolio of premium exclusive third-party content. Through new investments and partnerships with more studios, the Company intends to increase distribution of premium and localized content. The Company anticipates that these exclusive deals, coupled with original content, will allow the Company to offer bespoke content adjustable to the markets in which it currently operates and other markets it may plan to enter in the future.

During the first quarter of 2023, the Company launched 8 exclusive slot titles Powered by Bragg in Europe, licensed from third party studios Gamomat, WinFast, Bluberi, King Show Games and Blue Guru Games. In North America during, the quarter, it launched one exclusive slot title Powered by Bragg, from its third-party studio partner Bluberi.

d) M&A and other Strategic Transactions

The Company continues to explore and consider various strategic acquisitions, investments, joint ventures, partnerships, and other commercial initiatives.


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Table of Contents e) Expand to New Markets

The Company has an established presence in many regulated jurisdictions in Europe and North America. During the first quarter of 2023, the Company made its exclusive content available for the first time in the Belgium market, launching with local market leader Napoleon Sports and Casino.

As other geographies continue to adopt regulations in favour of online gaming, the Company 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 Company’s goal is to further diversify across the region and increase market share through strategic partnerships with suppliers and operators and through acquisitions.

Updates in various local markets in the first quarter of 2023

●	In January, the Company launched its new content with DraftKings in New Jersey
●	In February, the Company signed a new content distribution agreement with leading European operator Betsson
---	---
●	Bragg extended its presence in Switzerland, launching content with Swiss Casinos in February and with Grand Casino Basel in March
---	---
●	In February, Bragg launched its new content in New Jersey with Caesar’s Sportsbook & Casino
---	---
●	In March, the Company continued its new content rollout in New Jersey with launches on ResortsCasino.com and MoheganSunCasino.com
---	---
●	Bragg launched its content in March with operator 32Red in the United Kingdom
---	---

Outlook

The Company continues to invest in new and proprietary content, invest in its leading technology and grow and diversify its global footprint by entering new markets in Europe and in North America and by winning new customers in new jurisdictions.

The Company also expects to increase its output of games designed and produced by its in-house Bragg Studios brands throughout the year. The increased proportion of in-house games released is expected to benefit the Company’s gross profit margin profile. The Company also expects to expand its portfolio of exclusive games from third-party studios under its Powered by Bragg program.


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Table of Contents

5.	FINANCIAL RESULTS

5.1	BASIS OF FINANCIAL DISCUSSION

The financial information presented below has been prepared to examine the results of operations from continuing activities.

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 our corporate 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.

5.2	SELECTED INTERIM INFORMATION

The primary non-IFRS financial measure which the Company uses is Adjusted EBITDA^3^. 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
	March 31,		March 31,
000	2023	****	2022
Revenue	22,859		19,360
Net loss	(476)		(720)
EBITDA	3,229		1,433
Adjusted EBITDA	3,894		3,040

Basic and diluted loss per share	(0.02)		(0.04)

All values are in Euros.


		As at		As at
		March 31,		December 31,
	****	2023	****	2022
Total assets		103,923		104,388
Total non-current financial liabilities		8,816		9,346

Dividends paid		nil		nil

As at March 31, 2023 non-current financial liabilities primarily consists of EUR 5.6 million in relation to convertible debt (December 31, 2023: EUR 6.6 million), EUR 2.0 million of deferred consideration in relation to Spin acquisition (December 31, 2022: EUR 2.1 million), EUR 1.0 million in lease obligations on right of use assets in relation to office leases (December 31, 2022: EUR 0.3 million), and EUR 0.2 million in long-term employee benefits (December 31, 2022: EUR 0.2 million).

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. These accounting principles have been applied consistently across for all reporting periods presented.

^3^ 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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5.3	OTHER FINANCIAL INFORMATION

To supplement its March 31, 2023 interim financial statements presented in accordance with IAS 34, the Company considers certain financial measures that are not prepared in accordance with IFRS. The Company uses such non-IFRS financial measures in evaluating its operating results and for financial and operational decision-making purposes. The Company 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 Company 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 income (loss) to EBITDA and Adjusted EBITDA is as follows:


	Three Months Ended March 31,
000	2023	****	2022
Operating income (loss)	520		(143)
Depreciation and amortization	2,709		1,576
EBITDA	3,229		1,433
Depreciation of right-of-use assets	(82)		(41)
Lease interest expense	(9)		(4)
Share based compensation	758		1,300
Transaction and acquisition costs	37		200
Exceptional costs	167		152
Loss on remeasurement of derivative liability	64		—
Gain on remeasurement of deferred consideration	(270)		—
Adjusted EBITDA	3,894		3,040

All values are in Euros.

Exceptional costs in the three months ended March 31, 2023, include one-time costs for the Company, of which EUR 0.0 million is in relation to non-recurring regulatory and legal matters (1Q22: EUR 0.1 million) and EUR 0.2 million (1Q22: EUR nil) is relating to the termination of the employment contracts of senior executives.

Gain on remeasurement of deferred 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 Lind Funding Agreement convertible debt instrument.


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5.4	SELECTED FINANCIAL INFORMATION

Selected financial information is as follows:


	Three Months Ended March 31,
000	2023	****	2022
Revenue	22,859		19,360
Operating income (loss)	520		(143)
EBITDA	3,229		1,433
Adjusted EBITDA	3,894		3,040

All values are in Euros.


		As at		As at
		March 31,		December 31,
	****	2023	****	2022
Total assets		103,923		104,388
Total liabilities		33,050		34,854

TRADE AND OTHER RECEIVABLES


	As at		As at
	March 31,		December 31,
000	2023	****	2022
Less than one month	11,615		15,759
Between two and three months	1,089		1,313
Greater than three months	2,037		1,594
	14,741		18,666
Provision for expected credit losses	(2,473)		(2,435)
Trade receivables	12,268		16,231

All values are in Euros.

TRADE PAYABLES AND OTHER LIABILITIES


	As at		As at
	March 31,		December 31,
000	2023	****	2022
Trade payables	4,324		4,327
Accrued liabilities	13,694		14,817
Other liabilities	264		405
Trade payables and other liabilities	18,282	****	19,549

All values are in Euros.


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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 Company.


	2021			2022				2023
EUR 000	2Q21	3Q21	4Q21	1Q22	2Q22	3Q22	4Q22	1Q23
Revenue	15,491	12,874	15,758	19,360	20,794	20,899	23,681	22,859
Operating income (loss)	(1,772)	(2,217)	(1,841)	(143)	791	(1,638)	162	520
EBITDA	(721)	(884)	(264)	1,433	2,674	837	2,682	3,229
Adjusted EBITDA	1,953	1,476	1,599	3,040	3,135	2,237	3,650	3,894
Income (Loss) per share (EUR) - Basic and diluted	(0.11)	(0.12)	(0.08)	(0.03)	0.00	(0.09)	(0.04)	(0.02)

5.6	LIQUIDITY AND CAPITAL RESOURCES

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


	****	As at	****	As at
		March 31,		December 31,
EUR 000		2023		2022
Cash and cash equivalents		15,122		11,287
Trade and other receivables		12,495		16,628
Prepaid expenses and other assets		1,977		1,823
Current liabilities excluding deferred consideration		(21,912)		(23,131)
Net working capital		7,682		6,607
Deferred consideration		(1,121)		(1,176)
Net current assets		6,561		5,431

Current deferred consideration of EUR 1.1 million is related to deferred share consideration upon the acquisition of Spin on June 1, 2022 (December 31, 2022: EUR 1.2 million).

The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2023 are below:


	****	2023	****	2024	****	2025	****	2026	****	Thereafter	****	Total
Trade payables and other liabilities		18,282		—		—		—		—		18,282
Lease obligations on right of use assets		349		357		334		187		259		1,486
Convertible debt		—		7,816		—		—		—		7,816
Other non-current liabilities		—		2		2		4		575		583
		18,631		8,175		336		191		834		28,167

MARKET RISK

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


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Table of Contents FOREIGN CURRENCY EXCHANGE RISK

The Company 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 Company’s customers. Accordingly, changes in exchange rates may in the future reduce the purchasing power of the Company’s customers thereby potentially negatively affecting the Company’s revenue and other operating results.

The Company has experienced and will continue to experience fluctuations in its net income (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 Company is also exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring its forecasted and actual cash flows, and matching maturity profiles of financial assets and liabilities.

5.7	CASH FLOW SUMMARY

The cash flow may be summarized as follows:


	Three Months Ended March 31,
000	2023	2022
Operating activities	6,361	3,888
Investing activities	(2,068)	(1,550)
Financing activities	(237)	(98)
Effect of foreign exchange	(221)	166
Net cash flow used in operations	3,835	2,406

All values are in Euros.

Cash flows used in investing activities is primarily due to additions to intangible assets of EUR 1.9 million (three months ended March 31, 2022: EUR 1.2m). Cash flows used in investing activities in the comparative period also include prepaid consideration in relation to the acquisition of Spin of EUR 0.4 million and proceeds from the sale of discontinued operations EUR 0.1 million.


	Three Months Ended March 31,
000	2023	****	2022
Purchases of property and equipment	(150)		(80)
Additions in intangible assets	(1,918)		(1,207)
Proceeds from sale of discontinued operations	—		91
Prepaid consideration	—		(354)
Cash flows used in investing activities	(2,068)	****	(1,550)

All values are in Euros.


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Table of Contents In the three months ended March 31, 2022 cash flows used in financing activities mainly consisted of repayment of loans totalling EUR 0.1 million (three months ended March 31, 2022: EUR nil).


	Three Months Ended March 31,
000	2023		2022
Proceeds from exercise of stock options	1		1
Repayment of lease liability	(60)		(32)
Repayment of loans	(107)		—
Interest income	—		5
Interest and financing fees	(71)		(72)
Cash flows from financing activities	(237)	****	(98)

All values are in Euros.

6	TRANSACTIONS BETWEEN RELATED PARTIES

Key Management Personnel

Transactions with Shareholders, Key Management Personnel and Members of the Board of Directors


	Three Months Ended March 31,
	2023	2022
Revenue	24	24
Salaries and subcontractors	(1,010)	(714)
Share based compensation	(630)	(591)
Professional fees	(10)	(10)
	(1,626)	(1,291)


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Table of Contents Transactions with Wild Streak and Spin Vendors


	Three Months Ended March 31,
	2023	2022
Salaries and subcontractors	(530)	(122)
Share based compensation	(17)	—
Gain on remeasurement of deferred consideration	270	—
Interest and financing fees	(137)	—
	(414)	(122)

Balances due to/from key management personnel, Board of Directors and Wild Streak and Spin vendors who subsequently became employees of the Company are set out in aggregate as follows:


	As at		As at
	March 31,		December 31,
	2023	****	2022
Consolidated statements of financial position
Trade and other receivables	16		8
Trade payables and other liabilities	(1,842)		(2,019)
Deferred consideration - current	(1,121)		(1,176)
Deferred consideration - non-current	(2,001)		(2,121)
Net related party payable	(4,948)		(5,308)

Other transactions with key management personnel, Board of Directors and Wild Streak and Spin vendors who subsequently became employees of the Company are set out in aggregate as follows:


	As at		As at
	March 31,		March 31,
	2023	****	2022
Consolidated statements of cash flows
Prepaid consideration	—		(354)
Net cash outflow	—		(354)


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7	DISCLOSURE OF OUTSTANDING SHARE DATA

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


		March 31,		May 10,
	****	2023	****	2023
Common Shares		21,552,895		21,764,009
Warrants		979,048		979,048
Broker Warrants		16,886		16,886
Fixed Stock Options		2,088,016		2,087,528
Restricted Share Units		925,500		925,500
Deferred Share Units		274,900		236,566
		25,837,245		26,009,537

The increase of 211,114 in Common Shares between the reporting date and the date of this MD&A is due to exercise of convertible debt to 172,780 Common Shares plus exercise of 38,334 deferred share units which has resulted in a corresponding decrease in deferred share units in the same period. A decrease of 488 in fixed stock options is due to cancellation.

8	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the interim unaudited condensed consolidated financial statements requires management to make estimates and judgments in applying the Company’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 Company 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 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 Company has determined that Oryx Gaming, Wild Streak and Spin are a single CGU 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


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Table of Contents 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 Company 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 Company 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.

Impairment of accounts receivable

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

-	forecasts of future economic conditions.

Leases

-	Judgments made in relation to accounting policies applied

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 Company’s consolidated statements of financial position and consolidated statements of loss and comprehensive loss.

-	Key sources of estimation

In determining the carrying amount of right-of-use assets and lease liabilities, the Company 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 Company’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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Table of Contents Warrants and share options

-	Judgments made in relation to accounting policies applied

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.

-Key sources of estimation

In determining the fair value of warrants and share options, the Company is required to estimate the future volatility of the market value of the Company’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.

Long-term employee benefits obligations

-Judgments made in relation to accounting policies applied

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 Company until retirement.

-Key sources of estimation

In determining the present value of liabilities to certain employees, the Company 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.

Convertible debt

-Judgments made in relation to accounting policies applied

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.

-Key sources of estimation

In determining the present value of conversion options, the Company has 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 price, 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.


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9	CHANGES IN ACCOUNTING POLICY

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

10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

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 Company’s internal control procedures, the Company’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.

There have been no material changes in the Company’s internal control over financial reporting during the three months ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Disclosure controls and procedures

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

11	RISK FACTORS AND UNCERTAINTIES

Certain factors, listed below, may have a material adverse effect on the Company’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.

For a detailed description of risk factors associated with the Company, please refer to the “Risk Factors” section of the AIF. The risks and uncertainties described herein and therein are not the only ones the Company may face. Additional risks and uncertainties that the Company is unaware of, or that the Company currently believes are not material, may also become important factors that could adversely affect the Company’s business. If any of such risks actually occur, the Company’s business, financial condition, results of operations, and future prospects could be materially and adversely affected.

The Company depends on a small number of significant customers for a large portion of revenue.

The business of the Company was dependent on ten customers for approximately 64.3% of its revenue in the three months ended March 31, 2023 and 75.2% of its revenue for the three months ended March 31, 2022. The Company's largest customer accounted for approximately 35.1% of the Company's revenue for the three months ended March 31, 2023. The Company’s accounts receivables tend to be concentrated within a small group of customers and this is expected to improve while the Company is growing its customer base in various jurisdictions.

The loss of any significant customer, a significant decrease in business from any such customer or a reduction in customer revenue due to adverse changes in the terms of contractual arrangements or other factors could harm the Company’s results of operations and financial condition. Revenue from individual customers may fluctuate from time to time.


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Table of Contents The Company currently relies on third-parties for its gaming content and has no control over the providers of its content. Our business could be adversely affected if our access to games is limited or delayed.

The control of content by our major providers means that even one entity, or a small number of entities working together, may unilaterally affect our access to games and other content. We cannot guarantee that these providers will always choose to license to us. Our business may be adversely affected if our access to games is limited or delayed because of deterioration in our relationships with one or more of these providers or if they choose not to license to us for any other reason.

Even if we are able to secure rights to gaming content from providers or creators, external groups may object and may exert pressure on third parties to discontinue licensing rights to us, hold back content from us, or increase content fees. Content providers also may attempt to take advantage of their market power to demand onerous financial terms from us. If any of these content providers were to not renew their contracts at the expiration of their current service terms, fail to meet their contractual obligations or cease operations for any reason, and if no suitable alternative providers were available, we could be unable to operate our gaming platform. Our inability to retain such third-party providers or find suitable alternate providers in a timely manner could lead to significant costs and disruptions that could reduce our revenue, harm our business reputation, and have a material adverse effect on our financial condition and results of operations.

To the extent that we are unable to license a large amount of content or the content of certain popular games, our business, operating results, and financial condition could be materially harmed.

The industry within which the Company operates are intensely competitive, characterized by low barriers to entry, and are subject to changing technology, shifting user needs, and frequent introductions of new offerings.

The Company's current and potential competitors include large and established companies as well as other start-up companies. Certain competitors have more established relationships and greater financial resources and they can use their resources against the Company in a variety of competitive ways, including by making acquisitions, investing aggressively in research and development and advertising. Emerging start-ups may be able to innovate and provide offerings faster than the Company can. As a result of developments in digital and internet gaming, the cost of entry to the gaming market has decreased significantly. This has resulted in a highly competitive environment. Digital and internet gaming have emerged as substantial methods of competition from existing competitors and, increasingly, new competitors as a result of the lower cost of entry. The increased competition may result in increased pricing pressures on a number of the Company’s products and services. If competitors are more successful than the Company in developing compelling offerings or navigating regulatory hurdles, the Company's revenue and growth rates could be negatively affected. There is no assurance that the Company will be able to maintain or grow its position in the marketplace.

The integrity, reliability and operational performance of the Company's content aggregation, parsing and distribution and other operational information technology systems are critical to the Company's ability to serve its businesses.

The Company's information technology ("IT") systems may be damaged or interrupted by increases in usage, human error, unauthorized access, natural hazards or disasters or similarly disruptive events. Any failure of these IT systems or the telecommunications and/or other third party infrastructure on which such systems rely, as described in "— Reliance on Third-Party Owned Communication Networks" could lead to significant costs and disruptions that could reduce the Company's revenue, harm the Company's business reputation and have a material adverse effect on the Company's prospects, business, financial condition or results of operations.

The Company incurs significant costs to maintain, transfer and receive personal data across jurisdictions.

The Company has procedures and measures in place to protect against network or IT system failure or disruption. However, those procedures and measures may not be effective to ensure that the Company is able to carry on its business in the ordinary course if they fail or are disrupted. In addition, the Company's IT systems may not be effective in detecting any intrusion or other security


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	21<br><br>

Table of Contents breaches, or safeguarding against sabotage, hackers, denial of service attacks, viruses or cybercrime. Any failure in these protections could harm the Company's business reputation and have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

With regard to transfers to the U.S. of personal data (as such term is defined under the European Union’s General Data Protection Regulation 679/2016 (the "GDPR")) from the Company’s European and U.K. employees, customers, users and other persons, the Company has relied until recently upon the EU - U.S. Privacy Shield, and the Company currently attempts to rely upon EU standard contractual clauses in certain circumstances. Both the EU - U.S. Privacy Shield and EU standard contractual clauses have been subject to legal challenge, resulting in the EU - U.S. Privacy Shield being invalidated, in July 2020, by the Court of Justice of the European Union (the "CJEU"). The U.S. Department of Commerce and the European Commission have initiated discussions to evaluate the potential for an enhanced EU - U.S. Privacy Shield framework that would comply with the CJEU decision; however, such an enhancement may not be created, or any such enhancement could be subject to further challenge before the European courts. While the validity of the EU standard contractual clauses was confirmed by the CJEU, the use of the standard clauses with respect to data transfers to countries outside of the European Economic Area ("EEA") or the U.K., including the U.S., may be subject to further challenge. On 4 June 2021, the European Commission issued revised EU standard contractual clauses which intend to address the decision of the CJEU and recommendations made by the European Data Protection Board. Parties currently relying, or wishing to rely, upon EU standard contractual clauses therefore face operational and administrative challenges to implement these revised clauses, and/or any equivalent clauses issued by the relevant competent authority in the United Kingdom. Due to the unsettled nature of data export from the EEA and the U.K. to the U.S. (and other third countries), the Company may experience reluctance or refusal by current or prospective European customers to use the Company’s products, and the Company may find it necessary or desirable to make further changes to its handling of personal data of EEA residents, including arrangements to store and process such data outside the U.S. The regulatory environment applicable to the handling of EEA or U.K. residents' personal data, and our actions taken in response, may cause the Company to assume additional liabilities or incur additional costs, and could result in the Company’s business, operating results and financial condition being harmed. Additionally, should the Company continue to transfer the personal data of EEA or U.K. residents to the U.S. or other country outside of the EEA or the U.K., without a solution that complies with the GDPR and other applicable data privacy laws, the Company and its customers may face a risk of enforcement actions by data protection authorities in the EEA or the U.K. relating to personal data transfers to the Company and by the Company from the EEA or the U.K. Any such enforcement actions could result in substantial fines, costs, legal orders to stop transfers and diversion of resources, distract management and technical personnel and negatively affect the Company’s business, operating results and financial condition.

The Company may require the registration of its users or end users prior to accessing its offerings or certain features of its offerings and it may be subject to increased legislation and regulations on the collection, storage, retention, transmission and use of user-data that is collected.

The Company's efforts to protect the personal information of its users may be unsuccessful due to the actions of third parties, software bugs or technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to the Company's data or its user's data. If any of these events occur, users' information could be accessed or disclosed improperly. Any incidents involving the unauthorized access to or improper use of the information of users or incidents involving violation of the Company's terms of service or policies, could damage the Company's reputation and the Company's brands and diminish its competitive position. In addition, the affected users or governmental authorities could initiate legal or regulatory action against the Company in connection with such incidents, which could cause the Company to incur significant expense and liability or result in orders or consent decrees forcing the Company to modify its business practices and remediate the effects of any such incidents of unauthorized access or use. Any of these events could have a material adverse effect on the Company's prospects, business, financial condition or results of operations.

The Company transmits and stores a large volume of data in the course of supporting its offerings. The interpretation of privacy and data protection laws and their application to the Internet is unclear and subject to rapid change in numerous jurisdictions. There is a risk that these laws may be interpreted and applied in a manner that is not consistent with the Company's data protection practices and results in additional compliance or changes in the Company's business practices, or both, and liability or sanction under these


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	22<br><br>

Table of Contents laws. In addition, because its offerings are accessible in many jurisdictions, certain foreign jurisdictions may claim that the Company is required to comply with local laws, even where the Company has no local operating entity, employees, infrastructure or other physical presence in those jurisdictions.

The Company may require additional capital in order to carry out its business objectives.

The Company may require additional equity or debt financing in order to carry out its business objectives and to execute on its strategy. There can be no assurance that debt or equity financing or cash generated by operations would be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it would be on terms acceptable to the Company. Failure to obtain sufficient financing may result in the delay or indefinite postponement of development or production on any or all of the Company's offerings which could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

The Company’s growth prospects depend on the legal status of real-money gaming in various jurisdictions.

The Company’s growth prospects depend on the legal status of real-money gaming in various jurisdictions, and predominantly within the United States, which is an initial area of focus, and legalization may not occur in as many states as the Company expects, or may occur at a slower pace than the Company anticipates. Additionally, even if jurisdictions legalize real-money gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than the Company anticipates, which could materially and adversely affect the Company’s future results of operations and make it more difficult to meet its expectations for financial performance.

Several U.S. states have legalized, or are currently considering legalizing, real-money gaming, and the Company’s business, financial condition and results of operations are significantly dependent upon legalization of real-money gaming. The Company’s business plan is partially based upon the legalization of real-money gaming for a specific percent of the population on a yearly basis and the legalization may not occur as the Company has anticipated. Additionally, if a large number of additional U.S. states or the U.S. federal government enact real-money gaming legislation and the Company is unable to obtain or its key customers are unable to obtain, or are otherwise delayed in obtaining, the necessary licenses to operate iGaming, online casino suites, sportsbook and insurance-based lottery betting websites in U.S. jurisdictions where such games are legalized, the Company’s future growth in iGaming, online casino suites, sportsbook and insurance-based lottery betting could be materially impaired.

As the Company enters into new jurisdictions, governments in those jurisdictions may legalize real-money gaming in a manner that is unfavourable to the Company. Further, authorities overseeing businesses and jurisdictions in which the Company already operates might pass legislation or construe existing law in an unfavourable matter. As a result, the Company may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with operations in existing jurisdictions or opportunities in new jurisdictions.

Additionally, certain U.S. states require the Company to have a relationship with a land-based, licensed casino for online sportsbook access, which tends to increase the Company’s costs of revenue. States that have established state-run monopolies may limit opportunities for private sector participants like the Company. States also impose substantial tax rates on iGaming, online casino suites, sportsbook and insurance-based lottery betting wagering revenue, in addition to sales taxes in certain jurisdictions and a federal excise tax of 25 basis points on the amount of each wager. As most state product taxes apply to various measures of modified gross profit, tax rates, whether federal- or state-based, that are higher than the Company expects, will make it more costly and less desirable for the Company to launch in a given jurisdiction. Additionally, tax increases in any of the Company’s existing jurisdictions may adversely impact the Company’s profitability.


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	23<br><br>

Table of Contents Even in cases in which a jurisdiction purports to license and regulate iGaming, online casino suites, sportsbook and insurance-based lottery betting, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees.

The Company expects to be subject to a variety of U.S. and foreign laws and regulations, many of which are unsettled and still developing and which could subject the Company to claims or otherwise harm its business.

As the Company seeks to expand in the U.S. and foreign markets, the Company expects to be subject to a variety of U.S. and foreign laws and regulations, many of which are unsettled and still developing and which could subject the Company to claims or otherwise harm its business. Any change in existing regulations or their interpretation, or the regulatory climate applicable to the Company’s products and services, or changes in tax laws and regulations or the interpretation thereof related to the Company’s products and services, could adversely impact the Company’s ability to operate its business as currently conducted or as the Company seeks to operate in the future, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

While the Canadian courts have yet to clarify the scope of certain aspects of the exemption provided by section 207(1)(h) of the Criminal Code for offshore gaming services provided from Canada, and a risk exists that the Canadian authorities may commence enforcement proceedings against the Company for its activities, the Company is not aware of such proceedings against B2B solutions providers operating in Canada who solely export their products to lawful jurisdictions. Although the Company believes it is compliant with all applicable laws and regulations, there is a risk that certain activities of the Company could be found to be in contravention of any such law or regulation in Canada and the penalties for any such contravention are unknown. Additionally, changes in applicable laws or regulations or evolving interpretations of existing law could, in certain circumstances, result in increased compliance costs or capital expenditures, which could affect the Company’s profitability, or impede the Company’s ability to carry on its business which could affect its revenues. Violations of the Criminal Code or any other regulation, whether foreign or domestic, could negatively affect the reputation of the Company and the ability of the Company to obtain required regulatory licenses and registrations in Canada and elsewhere, and cause financial harm to the Company.

The Company is generally subject to laws and regulations relating to online gaming, online casino suites, sportsbook and insurance-based lottery betting in the jurisdictions in which the Company or the Company’s customers conduct their businesses or in some circumstances, of those jurisdictions in which their services are offered or available, as well as the general laws and regulations that apply to all online businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on the Company’s operations and financial results. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed or otherwise permitted and regulated and have adopted, or are in the process of considering, legislation and regulations to enable that to happen. Additionally, some jurisdictions in which the Company may operate could presently be unregulated or partially regulated, and therefore more susceptible to the enactment or change of laws and regulations.

Certain of the Company's customers may, from time to time, provide gaming services to players in unregulated markets.

Certain of the Company's customers may, from time to time, provide gaming services to players in unregulated markets. This activity by any of the Company's customers does not necessarily amount to an infringement of laws or regulation in a given jurisdiction, but it is not uncommon for customers to cease providing interactive gaming services in an unregulated market in response to changes or intimated changes to laws or regulation. If a customer is found to have infringed laws or regulations in an unregulated jurisdiction this could materially adversely affect the Company's operations, financial performance and prospects.

The Company cannot be certain that its customers will not provide interactive gaming services to end-users in markets which prohibit interactive gambling. The Company may be considered by a regulatory body in such a restricted jurisdiction as infringing the laws or


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	24<br><br>

Table of Contents regulations of that jurisdiction on the basis that the Company is aiding the infringement by providing products or services to that customer. If a customer is found to be operating in a prohibited market, this could materially adversely affect the Company's operations, financial performance, reputation and prospects, as well as jeopardize any one or all of the Licenses and Registrations by virtue of the Company's association with, or provision of products or services to, such customer.

The Company operates in regulated jurisdictions and there can be no assurance that regulations will be consistent in different jurisdictions that the Company operates.

Some countries from which the online gambling industry has historically derived revenue have introduced regulations attempting to restrict and/or prohibit online gaming and gambling, while other jurisdictions have taken the position that online gaming and gambling should be regulated and have adopted or are in the process of considering legislation to enable that regulation. The introduction of new gambling regulations or changes to the nature and scope of existing gaming and gambling regulations (and applicable laws and regulations more generally) in the territories in which the Company’s customers operates or may operate or from where the Company derives or may derive revenue could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

While certain European countries such as Malta and Gibraltar have adopted "point-of-supply" regimes which generally permit their licensees to accept wagers from any jurisdiction that does not expressly prohibit the supply of online gambling from outside such jurisdiction, other countries, including the United Kingdom, Spain and Denmark have implemented, or are in the process of implementing, "point-of-consumption" regimes which only permit the targeting of the domestic market, provided the appropriate local license is obtained and local taxes accounted for (regardless of where the operator's assets, infrastructure and employees may be located). Such licensing regimes can apply onerous compliance requirements and/or introduce product restrictions or marketing restrictions that could have an adverse effect on the Company's operations (and correspondingly on its financial performance).

Operators within the online gambling industry, including the Company, traditionally have based their own risk rationales on a remoteness of supply, adopting a "country of origin" / point-of-supply approach that justifies supplying gambling services into a jurisdiction unless there was something within the laws of that jurisdiction that explicitly outlawed such provision, and explicitly applied to such inward supply emanating from outside its borders.

Many jurisdictions have historically been unable to prevent inward remote supply due to a lack of extra-territorial enforceability of their laws. As a result, many jurisdictions have sought to regulate online gambling while a small number of other jurisdictions have sought to expand their existing legislation to explicitly prohibit such inward supply. Some jurisdictions include wording in their legislation which explicitly purports to apply extra territorially, thereby challenging the point-of-supply approach.

Certain European territories continue to maintain licensing regimes that protect monopoly providers and, in certain jurisdictions, have combined this with an attempt to prohibit or otherwise restrict all other supplies into the territory.

Future legislative initiatives and court decisions may have a material impact on the Company's operations and financial results. There is a risk that governmental authorities may view the Company as having violated their local gaming regulations and laws if the Company fails to comply with local rules and requirements, including those relating to the licenses it holds. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities, incumbent monopoly providers, or private individuals, could be initiated against the Company and its internet service providers, credit card processors, advertisers and others involved in the online gaming and gambling industry. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed on the Company or its business partners, and may divert the attention of key executives of the Company. Such proceedings could have a material adverse effect on the Company's business, financial condition, results of operations and prospects as well as its reputation.

There can be no assurance that prohibitive legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to the Company's business to regulate various aspects of the internet or the online gaming and gambling industry (or that existing


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	25<br><br>

Table of Contents laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on the Company's business, financial condition and results of operations, either as a result of determining that a jurisdiction should be blocked, or because a local license may be costly to obtain and/or such licenses may contain other commercially undesirable conditions.

In addition, certain countries in which laws currently prohibit or restrict online gaming or the marketing of those services, or protect monopoly providers of gaming or gambling services, may implement changes to open their markets through the adoption of competitive licensing and regulatory frameworks. While these changes may provide growth opportunities for the Company, a new licensing and regulatory regime adopted in any such country may not grant a license to the Company or may impose onerous conditions such as a requirement to locate significant technical infrastructure within the relevant territory or establish and maintain real-time data interfaces with the regulator, together with enforcement sanctions for breach thereof, taxation liabilities that make the market unattractive to the Company, or impose restrictions that limit its ability to offer certain of its key products or to market its products in the way it would wish to do so. There is also an associated cost with creating specific bespoke, localized platforms.

If regulation is liberalized or clarified in some jurisdictions, then the Company may face increased competition from other providers. The opening of new markets, and the clarification of restrictions surrounding online gaming and gambling in other markets where the legal position is currently unclear, may encourage new entrants to the online gaming sector or strengthen the position of competing operators. A significant increase in competition may have a material adverse effect on the Company's business, prospects, revenues, operating results and financial condition.

Legislative interpretation may result in criminality of activities in jurisdictions where the Company supplies operation gaming software.

The Company generates the majority of its income through licensing the Company's technology and games to enable gaming operators to provide gaming services to customers where such services are dependent on that software and the functionality it provides. One of the consequences of the Company's supply of operational gaming software to customers is the potential regulatory risk associated with doing so. While in many jurisdictions laws and regulations may not specifically apply to gaming software licensors (as distinct from its customers' delivery to end customers), this is not universally the case and, indeed, some jurisdictions have sought to regulate or prohibit such supply explicitly.

Furthermore, the Company relies on the continuity of supply by the Company's customers to their end-users using the gaming related software and technology which the Company licenses. Laws and regulations relating to the supply of gaming services are complex, inconsistent and evolving and the Company may be subject to such laws either directly through explicit service provision or indirectly insofar as it has assisted the supply to customers who are themselves subject to such laws.

Operators within the remote gaming industry have sought, in the past, to justify their activities by asserting that if remote gaming is permitted from the country of origin (i.e., from the point of supply) then the laws in the country of receipt would have to specifically outlaw the activity of the customer (remotely accessing interactive gaming services) or an entity in that jurisdiction or have the authority to implement laws that impacted outside the jurisdiction in order to render the activity illegal, or entitle the country of receipt to assert jurisdiction. Operators have sought to reduce any associated risks of jurisdictions forming a contrary view by limiting or omitting to have physical presence in such jurisdictions where any connected activities are not clearly legal. Several jurisdictions consider this rationale to be unjustified. Indeed in some jurisdictions, laws have been passed to expressly criminalize the provision of (and sometimes the participation in) gaming, irrespective of where the operator is located and licensed. There is a corresponding, continuing risk to any participant in the gaming industry (be they an operator, supplier or other service provider) that jurisdictions in which customers are located may seek to argue that such a participant was acting illegally in accepting or assisting in the acceptance of wagers from its citizens or in the manner in which it operates gaming networks. This could lead to actions being brought against customers which, in turn, could have a detrimental effect on the financial performance and the Company's reputation. Similarly, where supply by the Company to the customer is critical to the gaming transaction, one cannot rule out the risk that direct enforcement action will be taken against the Company or any of the Company's employees and directors.


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	26<br><br>

Table of Contents Many jurisdictions have not updated their laws to address the supply of remote gaming, which by its nature is a multi-jurisdictional activity. Moreover, the legality of interactive gaming and the provision of software, services and gaming network management is subject to uncertainties arising from differing approaches by legislatures, regulators and enforcement agents including in relation to determining in which jurisdiction the gaming takes place and therefore which law applies. This uncertainty creates a risk for the Company that even in instances where older laws have not been updated to address new technology, courts may interpret older legislation in an unfavorable way and determine customers' and/or the Company's activities to be illegal. This could lead to actions being brought against customers and/or the Company or any of the Company's employees and directors, all or any of which may, individually or collectively, have a detrimental effect on the Company's financial performance and the Company's reputation.

The Company seeks to keep abreast of legal and regulatory developments affecting the gaming industry as a whole. However, the Company does not necessarily monitor, on a continuous basis, the laws and regulations in every jurisdiction where the Company's customers derive business and, correspondingly, from where the Company may derive revenue. The Company adapts its regulatory policy and, therefore, the scope of the Company's ongoing monitoring on the basis that an individual market's materiality to both any relevant customer and to the Company may change. As such, the Company may receive revenue from customers' dealing in jurisdictions where the Company may be unaware of the full extent of enforcement risk.

Despite the monitoring undertaken by the Company and the precautions the Company takes as to the location of employees or assets, there remains a prospect that, in the event of legislation being interpreted in an unfavorable or unanticipated way, such measures are not sufficient and result in actions being brought against the Company or the Company's employees and directors, all of which would have a detrimental effect on financial performance and the Company's reputation. Furthermore, similar actions could be brought against customers with the consequence that revenue streams from such customers may be frozen or traced at the behest of authorities even if none of the Company's entities are made a party to any legal proceedings against any such customer. Customers may also face problems in legitimately moving monies in and out of certain jurisdictions which will impact upon payments from customers. Finally, there is also a risk that the Company's directors or employees or individuals engaged by the Company (or directors, employees or individuals connected to any customer) may face extradition, arrest and/or detention in (or from) such territories even if they are only temporarily present.

12	ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s annual information form, quarterly and annual reports and supplementary information is available on SEDAR at www.sedar.com and on the EDGAR section of the SEC website at www.sec.gov under the Company’s name.

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


	Bragg Gaming Group Inc<br><br>Management Discussion & Analysis<br><br>March 31, 2023	27<br><br>

Exhibit 99.3

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 March 31, 2023.
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.
---	---
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.
---	---
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 January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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Date:	May 10, 2023.
---	---	---

/s/ Yaniv Sherman
Yaniv Sherman
Chief Executive Officer

Exhibit 99.4

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 March 31, 2023.
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.
---	---
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.
---	---
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 January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
---	---
Date:	May 10, 2023.
---	---

/s/ Ronen Kannor
Ronen Kannor
Chief Financial Officer

Exhibit 99.5

BRAGG GAMING GROUP FIRST QUARTER

REVENUE RISES 18.1% TO €22.9 MILLION (USD $25.2 MILLION)

Gross Profit Rises 22% to €12.2 Million (USD $13.4 Million)

Reflecting Higher Revenue and 170 Basis Point Improvement in Gross Profit Margin to 53.5%

Adjusted EBITDA Improves 28.1% to €3.9 Million (USD $4.3 Million)

Reiterates Full Year 2023 Guidance for Revenue of €93-97 million (US $102.2-106.6 Million) and Adjusted EBITDA of €14.5-16.5 million (US $15.9-18.1 Million); Midpoint Implies Revenue Growth of 12% and AEBITDA Growth of 28% over Full Year 2022

TORONTO, May 10, 2023 – Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) ("Bragg" or the "Company"), a global B2B content-driven iGaming technology provider, today reported record financial results for the first quarter of 2023. The Company also reiterated its growth targets for full year 2023 revenue and Adjusted EBITDA.

Summary of 1Q23 Financial and Operational Highlights


Euros (millions)^(1)^	****	1Q23		****	1Q22		****	Change	****
Revenue		€	22.9		€	19.4		18.1	%
Gross profit		€	12.2		€	10.0		22.0	%
Gross profit margin			53.5	%		51.8	%	170	bps
Adjusted EBITDA^(2)^		€	3.9		€	3.0		28.1	%
Adjusted EBITDA margin			17.0	%		15.7	%	130	bps
Wagering revenue		€	5.2	B	€	3.8	B	35.7	%

(1)	Bragg’s reporting currency is Euros. The exchange rate provided is USD $1.00 = €0.91. Due to fluctuating currency exchange rates, this reference rate is provided for convenience only.

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

Chief Executive Officer Commentary

“We extended our momentum in the first quarter with the strong growth reflecting the continued success of our initiatives to diversify the business towards being a content-driven iGaming solutions provider in a growing number of North American and European markets,” said Yaniv Sherman, Chief Executive Officer for Bragg. “We generated record first quarter revenue of EUR €22.9 million (USD $25.2 million), gross profit of EUR €12.2 million (USD $13.4 million), and Adjusted EBITDA of EUR €3.9 million (USD $4.3 million), marking gains of 18%, 22% and 28%, respectively, over 1Q22 levels. These results include the benefit of growing contributions from higher margin proprietary and exclusive third-party games, and platform solutions which helped drive a 170-basis point year-over-year improvement in our gross profit margin to 53.5%.

“We continue to make consistent progress in scaling the distribution of our new in-house developed and exclusive third-party content, launching with an additional six operators in three North American markets and eight operators in five European markets to date in 2023, including our first entry with new proprietary content in Pennsylvania, Mexico, Italy and Belgium. So far in 2023 we have launched 26 new proprietary and exclusive games globally as we continue to optimize the cadence of our new game releases. The pace of our new game releases is expected to accelerate in the second half of the year which we believe will further strengthen our foundation to deliver meaningful revenue and cash flow growth while we make consistent progress on our mid-term goal of growing gross profit margin to approximately 60%.”

Mr. Sherman concluded, “Our start to 2023 demonstrates our ability to successfully deliver strong near-term finanacial performance as we continue to successfully execute on our plan to drive consistent profitable revenue growth and increasing cash flow. As reflected by the midpoints of our 2023 full year revenue and Adjusted EBITDA growth targets of 12% and 28%, respectively, Bragg has significant underlying business momentum and we are confident that we will continue to extend this momentum and create new near- and long-term shareholder value.”

First Quarter 2023 and Recent Business Highlights

●	New content and new RGS technology rollout continued with 1Q23 launches in New Jersey with DraftKings, Caesars, Resorts and Mohegan Sun
●	Entered Belgium iGaming market in February, launching proprietary content with market leader Naploeon Sports and Casino
---	---
●	Continued growth in Switzerland, launching content with three new local online casino operators since January 1, 2023
---	---
●	Entered Mexico iGaming market in April with market leader Caliente Interactive
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●	Entered Italy iGaming market in April with leading local games distributer Microgame
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●	New content and new RGS technology went live in Pennsylvania in May with Rush Street Interactive
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First Quarter 2023 Financial Results and other Key Metrics Highlights

●	Revenue increased by 18.1% to €22.9 million (USD $25.2 million) compared to €19.4 million (USD $21.3 million) in 1Q22.
●	Wagering revenue generated by customers of €5.2 billion (USD $5.7 billion) increased from €3.8 billion (USD $4.2 billion) in 1Q22.
---	---
●	Gross profit increased 22.0% to €12.2 million (USD $13.4 million) from €10.0 million (USD $11.0 million) in 1Q22, representing a gross profit margin of 53.5%. Gross profit in 1Q23 reflects a change in product mix towards turn-key Player Account Management (“PAM”) customers, managed services and proprietary content, resulting in improved gross profit and Adjusted EBITDA compared to the year-ago period.
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●	Net loss for the period was €0.5 million (USD $0.5 million), an improvement from a net loss of €0.7 million (USD $0.8 million) in 1Q22, primarily due to the higher gross profit and lower corporate, professional and sales and marketing costs, partially offset by increases in total employee costs, depreciation and amortization, and IT and hosting costs.
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●	Adjusted EBITDA was €3.9 million (USD $4.3 million), an increase of 28.1% compared to €3.0 million (USD $3.3 million) in 1Q22, representing an Adjusted EBITDA margin of 17.0%, compared to 15.7% in 1Q22.
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●	Cash flow from operations was €6.4 million (USD $7.0million), an increase of €2.5 (USD $2.7 million) compared to 1Q22.
---	---
●	Cash and cash equivalents as of March 31, 2023 was €15.1 million (USD $16.6 million) and net working capital, excluding deferred consideration, was €7.7 million (USD $8.5 million).
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Reiterates Full Year 2023 Revenue and Adjusted EBITDA Guidance

Bragg today reiterated its 2023 full year revenue and Adjusted EBITDA guidance originally provided on March 21, 2023. The Company expects revenue to rise approximately 10% to 15% to €93-97 million (US $102.2-106.6 million) and Adjusted EBITDA to increase approximately 20% to 36% to €14.5-16.5 million (US $15.9-18.1 million).

Investor Conference Call

The Company will host a conference call today, May 10, 2023, at 8:30 a.m. Eastern Time, to discuss its first quarter 2023 results. During the call, management will review a presentation that will be made available to download at https://investors.bragg.group/financials/quarterly-results/default.aspx.

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

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

A replay of the call will be available until May 17, 2023 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.

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 2023, 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.

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-month period ended March 31, 2023.

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.

Contacts:

Yaniv SpielbergJoseph Jaffoni, Richard Land, James Leahy

Chief Strategy OfficerJCIR

Bragg Gaming Group212-835-8500 or [email protected] [email protected]

Financial tables follow

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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


		Three Months Ended March 31,
	** **	2023		** **	2022
Revenue			22,859			19,360
Cost of revenue			(10,639)			(9,340)
Gross Profit			12,220			10,020

Selling, general and administrative expenses			(11,906)			(10,200)
Gain on remeasurement of derivative liability			(64)			—
Gain on remeasurement of consideration receivable			—			37
Gain on remeasurement of deferred consideration			270			—
Operating Income (Loss)			520			(143)

Net interest expense and other financing charges			(596)			(152)
Loss Before Income Taxes			(76)			(295)

Income taxes			(400)			(425)
Net Loss			(476)			(720)
Items to be reclassified to net loss:
Cumulative translation adjustment			(558)			584
Net Comprehensive Loss			(1,034)			(136)

Basic and Diluted Loss Per Share			(0.02)			(0.04)

			Millions			Millions
Weighted average number of shares - basic and diluted			22.1			20.0

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)


		As at			As at
		March 31,			December 31,
	****	2023		****	2022
Cash and cash equivalents			15,122			11,287
Trade and other receivables			12,495			16,628
Prepaid expenses and other assets			1,977			1,823
Total Current Assets			29,594			29,738
Property and equipment			729			660
Right-of-use assets			1,322			576
Intangible assets			40,569			41,705
Goodwill			31,662			31,662
Other assets			47			47
Total Assets			103,923			104,388

Trade payables and other liabilities			18,282			19,549
Deferred revenue			703			746
Income taxes payable			1,396			1,113
Lease obligations on right of use assets - current			395			294
Deferred consideration - current			1,121			1,176
Derivative liability - current			1,136			1,320
Loans payable			—			109
Total Current Liabilities			23,033			24,307
Deferred income tax liabilities			1,201			1,201
Non-current lease obligations on right of use assets			1,010			344
Convertible debt			5,572			6,648
Deferred consideration			2,001			2,121
Other non-current liabilities			233			233
Total Liabilities			33,050			34,854

Share capital			111,517			109,902
Broker warrants			38			38
Shares to be issued			6,982			6,982
Contributed surplus			21,503			20,745
Accumulated deficit			(72,703)			(72,227)
Accumulated other comprehensive income			3,536			4,094
Total Equity			70,873			69,534
Total Liabilities and Equity			103,923			104,388

BRAGG GAMING GROUP INC.

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES

(in thousands)


	Three Months Ended March 31,
000	2023	****	2022
Revenue	22,859		19,360
Operating income (loss)	520		(143)
EBITDA	3,229		1,433
Adjusted EBITDA	3,894		3,040

All values are in Euros.