BRAG 6-K
Bragg Gaming Group Inc. (BRAG)
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, 2026
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 x
DOCUMENTS FILED AS PART OF THIS FORM 6-K
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 14, 2026 | ||
| By: | (signed) Robert Bressler | |
| Name: | Robert Bressler | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Three-month period ended March 31, 2026 and March 31, 2025
Presented in Euros (Thousands)
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 | MATERIAL ACCOUNTING POLICIES | 5 |
| 3 | LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE | 6 |
| 4 | SHARE CAPITAL | 7 |
| 5 | WARRANTS | 7 |
| 6 | SHARE BASED COMPENSATION | 8 |
| 7 | GOODWILL | 11 |
| 8 | DEFERRED CONSIDERATION | 12 |
| 9 | RIGHT OF USE ASSETS | 13 |
| 10 | INTANGIBLE ASSETS | 14 |
| 11 | TRADE AND OTHER RECEIVABLES | 14 |
| 12 | TRADE PAYABLES AND OTHER LIABILITIES | 15 |
| 13 | LEASE LIABILITIES | 16 |
| 14 | LOANS PAYABLE | 17 |
| 15 | RELATED PARTY TRANSACTIONS | 18 |
| 16 | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | 20 |
| 17 | SUPPLEMENTARY CASHFLOW INFORMATION | 23 |
| 18 | SEGMENT INFORMATION | 25 |
| 19 | INCOME TAXES | 26 |
| 20 | CONTINGENT LIABILITIES | 27 |
| 21 | SUBSEQUENT EVENTS | 27 |
1
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Revenue | 3, 18 | 25,652 | 25,505 | |||||||
| Cost of revenue | 3 | (11,425 | ) | (11,221 | ) | |||||
| Gross Profit | 14,227 | 14,284 | ||||||||
| Selling, general and administrative expenses | 3 | (15,666 | ) | (15,807 | ) | |||||
| Loss on remeasurement of deferred consideration | 3, 8 | — | (157 | ) | ||||||
| Operating Loss | (1,439 | ) | (1,680 | ) | ||||||
| Net interest income (expense) and other financing charges | 3, 14 | 174 | (346 | ) | ||||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||||
| Income taxes recovery (expense) | 19 | 79 | (614 | ) | ||||||
| Net Loss | (1,186 | ) | (2,640 | ) | ||||||
| Items to be reclassified to net loss: | ||||||||||
| Cumulative translation adjustment | 301 | (1,423 | ) | |||||||
| Net Comprehensive Loss | (885 | ) | (4,063 | ) | ||||||
| Basic Loss Per Share | (0.05 | ) | (0.11 | ) | ||||||
| Diluted Loss Per Share | (0.05 | ) | (0.11 | ) | ||||||
| Millions | Millions | |||||||||
| Weighted average number of shares - basic | 25.6 | 25.1 | ||||||||
| Weighted average number of shares - diluted | 25.6 | 25.1 | ||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
2
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| As at | As at | |||||||||
| March 31, | December 31, | |||||||||
| Note | 2026 | 2025 | ||||||||
| Cash and cash equivalents | 3,413 | 6,658 | ||||||||
| Trade and other receivables | 11, 16 | 19,483 | 21,122 | |||||||
| Prepaid expenses and other assets | 2,597 | 3,905 | ||||||||
| Total Current Assets | 25,493 | 31,685 | ||||||||
| Property and equipment | 1,061 | 1,198 | ||||||||
| Right-of-use assets | 9 | 3,707 | 3,975 | |||||||
| Intangible assets | 10 | 29,995 | 30,421 | |||||||
| Goodwill | 7 | 31,453 | 31,206 | |||||||
| Investments in associates | 443 | 459 | ||||||||
| Other assets | 405 | 405 | ||||||||
| Total Assets | 92,557 | 99,349 | ||||||||
| Trade payables and other liabilities | 12, 16 | 22,497 | 25,520 | |||||||
| Income taxes (receivable) payable | 19 | (50 | ) | 1,824 | ||||||
| Lease obligations on right of use assets | 13 | 1,354 | 1,367 | |||||||
| Share appreciation rights liability | 6 | 347 | 471 | |||||||
| Loans payable | 14 | 2,834 | 3,512 | |||||||
| Total Current Liabilities | 26,982 | 32,694 | ||||||||
| Deferred income tax liabilities | 19 | 463 | 509 | |||||||
| Lease obligations on right of use assets | 13 | 2,412 | 2,725 | |||||||
| Share appreciation rights liability | 6 | 100 | 123 | |||||||
| Other non-current liabilities | 596 | 596 | ||||||||
| Total Liabilities | 30,553 | 36,647 | ||||||||
| Share capital | 4 | 133,985 | 133,946 | |||||||
| Contributed surplus | 17,821 | 17,673 | ||||||||
| Accumulated deficit | (90,647 | ) | (89,461 | ) | ||||||
| Accumulated other comprehensive income | 845 | 544 | ||||||||
| Total Equity | 62,004 | 62,702 | ||||||||
| Total Liabilities and Equity | 92,557 | 99,349 | ||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
Approved on behalf of the Board of Directors
| Matevž Mazij | Holly Gagnon |
| Chief Executive Officer | Chair of the Board of Directors |
3
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Accumulated | ||||||||||||||||||||||
| other | ||||||||||||||||||||||
| Share | Contributed | Accumulated | comprehensive | Total | ||||||||||||||||||
| Note | capital | surplus | Deficit | income (loss) | Equity | |||||||||||||||||
| Balance as at January 1, 2025 | 131,729 | 17,680 | (81,210 | ) | 5,300 | 73,499 | ||||||||||||||||
| Exercise of stock options | 6 | 124 | (87 | ) | — | — | 37 | |||||||||||||||
| Share-based compensation | 6 | — | 368 | — | — | 368 | ||||||||||||||||
| Net loss for the period | — | — | (2,640 | ) | — | (2,640 | ) | |||||||||||||||
| Other comprehensive loss | — | — | — | (1,423 | ) | (1,423 | ) | |||||||||||||||
| Balance as at March 31, 2025 | 131,853 | 17,961 | (83,850 | ) | 3,877 | 69,841 | ||||||||||||||||
| Balance as at January 1, 2026 | 133,946 | 17,673 | (89,461 | ) | 544 | 62,702 | ||||||||||||||||
| Exercise of deferred share units | 6 | 39 | (39 | ) | — | — | — | |||||||||||||||
| Share-based compensation | 6 | — | 187 | — | — | 187 | ||||||||||||||||
| Net loss for the period | — | — | (1,186 | ) | — | (1,186 | ) | |||||||||||||||
| Other comprehensive income | — | — | — | 301 | 301 | |||||||||||||||||
| Balance as at March 31, 2026 | 133,985 | 17,821 | (90,647 | ) | 845 | 62,004 | ||||||||||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
4
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Operating Activities | ||||||||||
| Net loss | (1,186 | ) | (2,640 | ) | ||||||
| Add: | ||||||||||
| Net interest expense and other financing charges | 3, 14 | 128 | 346 | |||||||
| Depreciation and amortization | 3 | 4,683 | 4,720 | |||||||
| Share based compensation | 6 | 38 | 846 | |||||||
| Loss on remeasurement of deferred consideration | 3, 8 | — | 157 | |||||||
| Unrealized foreign exchange gain | (26 | ) | (38 | ) | ||||||
| Income taxes (recovery) expense | 19 | (79 | ) | 614 | ||||||
| 3,558 | 4,005 | |||||||||
| Change in working capital | 17 | (1,500 | ) | 643 | ||||||
| Income taxes paid | 19 | (411 | ) | (154 | ) | |||||
| Cash Flows From Operating Activities | 1,647 | 4,494 | ||||||||
| Investing Activities | ||||||||||
| Purchases of property and equipment | (23 | ) | (80 | ) | ||||||
| Additions of intangible assets | 10 | (3,424 | ) | (2,874 | ) | |||||
| Loan receivables | — | (350 | ) | |||||||
| Cash Flows (Used In) Investing Activities | (3,447 | ) | (3,304 | ) | ||||||
| Financing Activities | ||||||||||
| Proceeds from exercise of stock options | 6 | — | 37 | |||||||
| Repayment of lease liability | 13 | (386 | ) | (344 | ) | |||||
| Repayment of loans payable | 14 | (689 | ) | — | ||||||
| Interest and financing fees | (79 | ) | (249 | ) | ||||||
| Cash Flows (Used In) Financing Activities | (1,154 | ) | (556 | ) | ||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (291 | ) | (286 | ) | ||||||
| Change In Cash And Cash Equivalents | (3,245 | ) | 348 | |||||||
| Cash and cash equivalents at beginning of period | 6,658 | 10,467 | ||||||||
| Cash And Cash Equivalents At End Of Period | 3,413 | 10,815 | ||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
5
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1 GENERAL INFORMATION
Nature of operations
Bragg Gaming Group Inc. and its subsidiaries (collectively, “Bragg” or the “Company”) are, primarily and collectively, a business-to-business (“B2B”) online gaming technology platform and casino content aggregator.
The registered and head office of the Company is located at 130 King Street West, Suite 1955, Toronto, Ontario, Canada M5X 1E3.
2 MATERIAL ACCOUNTING POLICIES
The interim unaudited condensed consolidated financial statements (“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, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.
Statement of compliance and basis of presentation
The accompanying 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, 2025.
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 material accounting policy information set out in note 2 of the audited consolidated financial statements for the year ended December 31, 2025 have been applied consistently in the preparation of the interim financial statements for all periods presented.
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 14, 2026.
6
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND 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 | 2026 | 2025 | ||||||||
| Revenue | 20 | 25,652 | 25,505 | |||||||
| Cost of revenue | (11,425 | ) | (11,221 | ) | ||||||
| Gross Profit | 14,227 | 14,284 | ||||||||
| Salaries and subcontractors | (6,588 | ) | (6,574 | ) | ||||||
| Share based compensation | 8 | (38 | ) | (846 | ) | |||||
| Total employee costs | (6,626 | ) | (7,420 | ) | ||||||
| Depreciation and amortization | (4,683 | ) | (4,720 | ) | ||||||
| IT and hosting | (1,560 | ) | (1,281 | ) | ||||||
| Professional fees | (1,270 | ) | (1,086 | ) | ||||||
| Corporate costs | (125 | ) | (132 | ) | ||||||
| Sales and marketing | (384 | ) | (297 | ) | ||||||
| Bad debt expense | 13 | (235 | ) | (131 | ) | |||||
| Travel and entertainment | (307 | ) | (331 | ) | ||||||
| Other operational costs | (476 | ) | (409 | ) | ||||||
| Selling, General and Administrative Expenses | (15,666 | ) | (15,807 | ) | ||||||
| Loss on remeasurement of deferred consideration | 10 | — | (157 | ) | ||||||
| Operating Loss | (1,439 | ) | (1,680 | ) | ||||||
| Interest income | (4 | ) | 4 | |||||||
| Accretion on liabilities | 10 | — | (73 | ) | ||||||
| Foreign exchange gain | 302 | 35 | ||||||||
| Interest and financing fees | (124 | ) | (312 | ) | ||||||
| Net Interest Income (Expense) and Other Financing Charges | 174 | (346 | ) | |||||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||||
7
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
4 SHARE CAPITAL
Authorized - Unlimited Common Shares, fully paid
The following is a continuity of the Company’s share capital:
| Note | Number | Value | ||||||||||
| January 1, 2025 | Balance | 25,042,982 | 131,729 | |||||||||
| February 6, 2025 | Exercise of FSO | 8 | 25,000 | 124 | ||||||||
| March 31, 2025 | Balance | 25,067,982 | 131,853 | |||||||||
| January 1, 2026 | Balance | 25,553,293 | 133,946 | |||||||||
| February 2, 2026 | Exercise of DSU | 8 | 20,991 | 39 | ||||||||
| March 31, 2026 | Balance | 25,574,284 | 133,985 | |||||||||
The Company’s common shares (“shares”) have no par value.
5 WARRANTS
The following are continuities of the Company’s warrants:
| Warrants | ||||||||
| issued as part of | ||||||||
| Number of Warrants | convertible debt | |||||||
| January 1, 2025 | Balance | 979,048 | ||||||
| March 31, 2025 | Balance | 979,048 | ||||||
| January 1, 2026 | Balance | 979,048 | ||||||
| March 31, 2026 | Balance | 979,048 |
Each unit consists of the following characteristics:
| Warrants | ||||
| issued as part of | ||||
| convertible debt | ||||
| Number of shares | 1 | |||
| Number of Warrants | — | |||
| Exercise price of unit (CAD) | 9.28 | |||
On September 5, 2022, the Company issued 979,048 warrants, each exercisable at CAD 9.28 for one common share and expiring five years from issuance. The warrants include acceleration clauses based on the Company’s share price performance, which may result in partial or full expiry if not exercised within a specified period. As the combined fair value of the host debt liability and derivative liability exceeded the transaction price, no value was allocated to the warrants in equity.
8
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION
The Company maintains a fixed 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.
The following is a continuity of the Company’s OEIP:
| DSU | RSU | SAR | FSO | |||||||||||||||||
| Weighted | ||||||||||||||||||||
| Outstanding | Outstanding | Outstanding | Outstanding | Average | ||||||||||||||||
| DSUs | RSUs | SARs | FSOs | Exercise | ||||||||||||||||
| (Number of | (Number of | (Number of | (Number | Price / Share | ||||||||||||||||
| of shares) | of shares) | of shares) | of shares) | CAD | ||||||||||||||||
| Balance as at January 1, 2025 | 26,666 | 280,000 | 1,329,082 | 1,602,346 | 8.81 | |||||||||||||||
| Granted | — | — | — | — | — | |||||||||||||||
| Exercised | — | — | — | (20,000 | ) | 2.30 | ||||||||||||||
| Forfeited / Cancelled | — | — | — | (2,530 | ) | 10.07 | ||||||||||||||
| Balance as at March 31, 2025 | 26,666 | 280,000 | 1,329,082 | 1,579,816 | 8.89 | |||||||||||||||
| Balance as at January 1, 2026 | 26,666 | 100,000 | 1,567,359 | 877,176 | 9.71 | |||||||||||||||
| Granted | 72,005 | — | — | — | — | |||||||||||||||
| Exercised | (20,991 | ) | — | — | — | — | ||||||||||||||
| Forfeited / Cancelled | — | — | (144,529 | ) | — | — | ||||||||||||||
| Balance as at March 31, 2026 | 77,680 | 100,000 | 1,422,830 | 877,176 | 9.71 | |||||||||||||||
The following table summarizes information about the outstanding share options as at March 31, 2026:
| Outstanding | Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||
| FSOs | Remaining | Exercise | FSOs | 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 | 20,000 | 9 | 4.68 | 10,000 | 4.68 | |||||||||||||||
| 5.01 - 8.62 | 466,888 | 5 | 7.69 | 400,660 | 7.70 | |||||||||||||||
| 8.63 - 15.00 | 388,736 | 5 | 12.29 | 388,736 | 12.29 | |||||||||||||||
| 15.01 - 33.30 | 1,552 | 0 | 33.30 | 1,552 | 33.30 | |||||||||||||||
| 877,176 | 5 | 9.71 | 800,948 | 9.94 | ||||||||||||||||
9
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
The following table summarizes information about the outstanding share options as at March 31, 2025:
| Outstanding | Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||
| FSOs | Remaining | Exercise | FSOs | 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 | 20,000 | 10 | 4.68 | - | - | |||||||||||||||
| 5.01 - 8.62 | 1,131,081 | 2 | 7.72 | 947,740 | 7.77 | |||||||||||||||
| 8.63 - 15.00 | 427,183 | 6 | 12.11 | 427,173 | 12.11 | |||||||||||||||
| 15.01 - 33.30 | 1,552 | 1 | 33.30 | 1,552 | 33.30 | |||||||||||||||
| 1,579,816 | 3 | 8.89 | 1,376,465 | 9.15 | ||||||||||||||||
Fixed Stock Options (“FSOs”)
During the three months ended March 31, 2026, no FSOs were granted (three months ended March 31, 2025: none).
During the three months ended March 31, 2026, no FSOs were exercised. During the three months ended March 31, 2025, 20,000 common shares of the Company were issued upon exercise of FSOs. Upon exercise of FSOs, for the three months ended March 31, 2025, EUR 87 was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of FSOs during the three months ended March 31, 2025, totaled EUR 37.
During the three months ended March 31, 2026, a share-based compensation charge of EUR 26 (three months ended March 31, 2025: EUR 98) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
Deferred Share Units (“DSUs”)
Exercises of grants may only be settled in shares, and only when the employee or consultant has left the Company. Under the OEIP, the Company may grant options of its shares at nil cost that vest immediately.
During the three months ended March 31, 2026, 72,005 DSUs were granted (three months ended March 31, 2025: none), with a fair value of between CAD 2.31 and CAD 3.00 per unit, determined as the share price on the date of grant.
During the three months ended March 31, 2026, 20,991 shares were issued upon settlement of DSUs (three months ended March 31, 2025: none). For the three months ended March 31, 2026, upon settlement of DSUs, EUR 39 (three months ended March 31, 2025: EUR nil) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.
10
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
Deferred Share Units (“DSUs”) (continued)
During the three months ended March 31, 2026, a share-based compensation charge of EUR 116 (three months ended March 31, 2025: EUR nil) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
Restricted Share Units (“RSUs”)
During the three months ended March 31, 2026, no RSUs were granted (three months ended March 31, 2025: none).
During the three months ended March 31, 2026, no RSUs were settled (three months ended March 31, 2025: none).
During the three months ended March 31, 2026, a share-based compensation charge of EUR 45 (three months ended March 31, 2025: EUR 270) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
Share Appreciation Rights (“SARs”) Plan
On December 29, 2024, the Company introduced a SARs plan for key members of management, which provided incentive compensation based on the appreciation in the value of the Company’s shares, thereby providing additional incentive for their efforts in promoting the continued growth and success of the business. The amount of the cash payment is determined based on the increase in the share price of the Company between the grant date and the time of the exercise.
During the three months ended March 31, 2026, no SARs were granted (three months ended March 31, 2025: none).
These SAR units, which have a term of not exceeding five years, vest as follows:
| · | 1/3 on the first anniversary of the grant date | |
| · | 1/3 on the second anniversary of the grant date | |
| · | 1/3 on the third anniversary of the grant date |
Details of the liabilities arising from the SARs were as follows:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Total carrying amount of liabilities for SARs | 447 | 594 | ||||||
The fair value of the SARs has been measured using Black-Scholes valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.
11
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
Share Appreciation Rights (“SARs”) Plan (continued)
The inputs used in the measurement of the fair values at the measurement date of the SARs were as follows:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Expected dividend yield (%) | 0.00 | 0.00 | ||||||
| Expected share price volatility (%) | 61.22 - 65.77 | 63.31 - 66.00 | ||||||
| Risk-free interest rate (%) | 3.92 | 3.73 | ||||||
| Expected life of options (years) | 4.08 - 4.71 | 5.00 | ||||||
| Share price (CAD) | 2.43 | 2.88 | ||||||
| Forfeiture rate (%) | 0.00 | 0.00 | ||||||
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.
During the three months ended March 31, 2026, a share-based compensation recovery of EUR 149 (three months ended March 31, 2025: charge EUR 478) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
7 GOODWILL
The following is a continuity of the Company’s goodwill:
| As at January 1, 2025 | 32,722 | |||
| Effect of Movement in exchange rates | (1,516 | ) | ||
| As at December 31, 2025 | 31,206 | |||
| Effect of movements in exchange rates | 247 | |||
| As at March 31, 2026 | 31,453 |
The carrying amount of goodwill is attributed to the acquisitions of Oryx Gaming International LLC, Wild Streak LLC and Spin Games LLC. The Company completed its annual impairment tests for goodwill as at December 31, 2025 and concluded that there was no impairment.
12
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
8 DEFERRED CONSIDERATION
The following is a continuity of the Company’s deferred consideration:
| Balance as at January 1, 2025 | 1,244 | |||
| Accretion expense | 168 | |||
| Shares issued as deferred consideration | (1,380 | ) | ||
| Loss on remeasurement of deferred consideration | 157 | |||
| Effect of movements in exchange rates | (189 | ) | ||
| Balance as at December 31, 2025 | — |
Spin Games LLC
On June 1, 2022, the Company acquired Spin Games LLC. The Company agreed deferred consideration payments in 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.
On June 5, 2025, the deferred consideration payable was fully settled upon its three-year anniversary, with the issuance of 371,496 shares.
During the three months ended March 31, 2025, an accretion expense of EUR 73 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
During the three months ended March 31, 2025, a loss on remeasurement of deferred consideration of EUR 157 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
13
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
9 RIGHT OF USE ASSETS
| Right of use | ||||
| assets | ||||
| Cost | ||||
| Balance as at December 31, 2024 | 4,877 | |||
| Additions | 1,683 | |||
| Modifications | 5 | |||
| Disposals | (125 | ) | ||
| Effect of movement in exchange rates | (148 | ) | ||
| Balance as at December 31, 2025 | 6,292 | |||
| Additions | — | |||
| Modifications | 21 | |||
| Disposals | — | |||
| Effect of movement in exchange rates | 31 | |||
| Balance as at March 31, 2026 | 6,344 | |||
| Accumulated Depreciation | ||||
| Balance as at December 31, 2024 | 1,367 | |||
| Depreciation | 1,106 | |||
| Disposals | (63 | ) | ||
| Modifications | — | |||
| Effect of movement in exchange rates | (93 | ) | ||
| Balance as at December 31, 2025 | 2,317 | |||
| Depreciation | 302 | |||
| Disposals | — | |||
| Modifications | 33 | |||
| Effect of movement in exchange rates | (15 | ) | ||
| Balance as at March 31, 2026 | 2,637 | |||
| Carrying Amount | ||||
| Balance as at December 31, 2025 | 3,975 | |||
| Balance as at March 31, 2026 | 3,707 | |||
During the three months ended March 31, 2026, depreciation expense of EUR 302 was recognized within selling, general and administrative expenses (three months ended March 31, 2025: EUR 214).
14
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
10 INTANGIBLE ASSETS
| Deferred | ||||||||||||||||||||||||
| Intellectual | Development | Customer | ||||||||||||||||||||||
| Property | Costs | Relationships | Brands | Other | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| Balance as at December 31, 2024 | 19,275 | 33,207 | 26,083 | 2,201 | 298 | 81,064 | ||||||||||||||||||
| Additions | 2,586 | 11,905 | — | — | — | 14,491 | ||||||||||||||||||
| Effect of movement in exchange rates | (805 | ) | (568 | ) | (2,508 | ) | (100 | ) | (12 | ) | (3,993 | ) | ||||||||||||
| Balance as at December 31, 2025 | 21,056 | 44,544 | 23,575 | 2,101 | 286 | 91,562 | ||||||||||||||||||
| Additions | 505 | 2,919 | — | — | — | 3,424 | ||||||||||||||||||
| Effect of movement in exchange rates | 174 | 129 | 409 | 17 | 5 | 734 | ||||||||||||||||||
| Balance as at March 31, 2026 | 21,735 | 47,592 | 23,984 | 2,118 | 291 | 95,720 | ||||||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||||||
| Balance as at December 31, 2024 | 11,386 | 20,274 | 11,149 | 2,135 | 261 | 45,205 | ||||||||||||||||||
| Amortization | 2,626 | 11,972 | 3,122 | 61 | 84 | 17,865 | ||||||||||||||||||
| Effect of movement in exchange rates | (432 | ) | (259 | ) | (1,068 | ) | (95 | ) | (75 | ) | (1,929 | ) | ||||||||||||
| Balance as at December 31, 2025 | 13,580 | 31,987 | 13,203 | 2,101 | 270 | 61,141 | ||||||||||||||||||
| Amortization | 1,654 | 1,766 | 759 | — | 0 | 4,179 | ||||||||||||||||||
| Effect of movement in exchange rates | 89 | 69 | 225 | 17 | 5 | 405 | ||||||||||||||||||
| Balance as at March 31, 2026 | 15,323 | 33,822 | 14,187 | 2,118 | 275 | 65,725 | ||||||||||||||||||
| Carrying Amount | ||||||||||||||||||||||||
| Balance as at December 31, 2025 | 7,476 | 12,557 | 10,372 | — | 16 | 30,421 | ||||||||||||||||||
| Balance as at March 31, 2026 | 6,412 | 13,770 | 9,797 | — | 16 | 29,995 | ||||||||||||||||||
During the three months ended March 31, 2026, amortization expense of EUR 4,179 was recognized within selling, general and administrative expenses (three months ended March 31, 2025: EUR 4,389).
11 TRADE AND OTHER RECEIVABLES
Trade and other receivables comprise:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade receivables | 18,123 | 20,398 | ||||||
| Sales tax | 1,360 | 724 | ||||||
| Trade and other receivables | 19,483 | 21,122 | ||||||
15
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
11 TRADE AND OTHER RECEIVABLES (CONTINUED)
The following is an aging of the Company’s trade receivables:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Less than one month | 16,650 | 17,858 | ||||||
| Between two and three months | 1,403 | 2,697 | ||||||
| Greater than three months | 1,785 | 1,370 | ||||||
| 19,838 | 21,925 | |||||||
| Provision for expected credit losses | (1,715 | ) | (1,527 | ) | ||||
| Trade receivables | 18,123 | 20,398 | ||||||
The following is a continuity of the Company’s provision for expected credit losses related to trade and other receivables:
| Balance as at December 31, 2024 | 2,497 | |||
| Bad debt written-off | (1,431 | ) | ||
| Net increase in provision for doubtful debts | 461 | |||
| Balance as at December 31, 2025 | 1,527 | |||
| Bad debt written-off | (47 | ) | ||
| Net decrease in provision for doubtful debts | 235 | |||
| Balance as at March 31, 2026 | 1,715 |
12 TRADE PAYABLES AND OTHER LIABILITIES
Trade payables and other liabilities comprises:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade payables | 8,849 | 9,148 | ||||||
| Accrued liabilities | 13,607 | 16,300 | ||||||
| Other payables | 41 | 72 | ||||||
| Trade payables and other liabilities | 22,497 | 25,520 | ||||||
16
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13 LEASE LIABILITIES
The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to six (6) years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Company as a lessee.
Set out below are the carrying amounts of the lease liabilities and the movements for the period:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Balance as at beginning of the period | 4,092 | 3,697 | ||||||
| Additions | — | 1,683 | ||||||
| Disposals | — | (62 | ) | |||||
| Modifications | (12 | ) | 5 | |||||
| Accretion of interests | 26 | 112 | ||||||
| Payments | (386 | ) | (1,287 | ) | ||||
| Effect of movement in exchange rates | 46 | (56 | ) | |||||
| Balance as at end of period | 3,766 | 4,092 | ||||||
During the three months ended March 31, 2026, the Company recognized lease expense within selling, general and administrative expenses associated to leases with a term of less than twelve months and lease of low-values assets amounting to EUR 19 (three months ended March 31, 2025: EUR 48).
The maturity analysis of lease liabilities are disclosed below:
| March 31, 2026 | ||||||||
| Present value | Total | |||||||
| of the minimum | minimum | |||||||
| lease payments | lease payments | |||||||
| Within 1 year | 1,354 | 1,436 | ||||||
| After 1 year but within 2 years | 1,356 | 1,440 | ||||||
| After 2 years but within 5 years | 1,056 | 1,061 | ||||||
| 3,766 | 3,937 | |||||||
| Less: Total future interest expenses | (171 | ) | ||||||
| 3,766 | ||||||||
17
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13 LEASE LIABILITIES (CONTINUED)
The following are the amounts recognized in the interim unaudited condensed consolidated statement of loss and comprehensive loss:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Amortization expense on right of use assets | 302 | 214 | ||||||
| (Gain) Loss on lease modification | (30 | ) | 101 | |||||
| Interest expense on lease liabilities | 26 | 27 | ||||||
| Total amount recognized in profit or loss | 298 | 342 | ||||||
14 LOANS PAYABLE
The following is a continuity of the Company’s loans payable:
| Promissory note | Bank Loan | Total | ||||||||||
| Balance as at January 1, 2025 | 6,579 | — | 6,579 | |||||||||
| Proceeds from loan issuance | — | 3,455 | 3,455 | |||||||||
| Interest expense | 363 | 81 | 444 | |||||||||
| Interest paid | (512 | ) | (67 | ) | (579 | ) | ||||||
| Repayment of principal | (6,139 | ) | — | (6,139 | ) | |||||||
| Effect of foreign currency exchange rate | (291 | ) | 43 | (248 | ) | |||||||
| Balance as at December 31, 2025 | — | 3,512 | 3,512 | |||||||||
| Proceeds from loan issuance | — | — | — | |||||||||
| Interest expense | — | 48 | 48 | |||||||||
| Interest paid | — | (35 | ) | (35 | ) | |||||||
| Repayment of principal | — | (689 | ) | (689 | ) | |||||||
| Effect of foreign currency exchange rate | — | (2 | ) | (2 | ) | |||||||
| Balance as at March 31, 2026 | — | 2,834 | 2,834 | |||||||||
Promissory note
By the end of year ended December 31, 2025, the Company fully repaid the USD 7.0m secured promissory note.
During the three months ended March 31, 2025, interest expense of EUR 224 in respect of the promissory note recognized within net interest expense and other financing charges.
18
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
14 LOANS PAYABLE (CONTINUED)
Revolving credit facility
Covenants
The agreement in respect of the revolving credit facility includes customary legal and financial covenants, including a requirement for the Company to maintain a Total Funded Debt to EBITDA ratio not exceeding 2.50:1.00, and a Fixed Charge Coverage Ratio of not less than 1.25:1.00. These financial covenants are to be tested on a consolidated basis at the end of each fiscal quarter.
The Company was in compliance with these covenants as at the reporting date.
Under the terms of the Company’s credit facility, interest and standby fees are payable based on the applicable benchmark rate plus a margin that varies according to the Company’s Total Funded Debt to EBITDA ratio, as set out below:
Interest
During the three months ended March 31, 2026, interest expense of EUR 48 in respect of the revolving credit facility was recognized within net interest expense and other financing charges (three months ended March 31, 2025: EUR nil).
Drawdowns
During the three months ended March 31, 2026, the Company did not make any additional drawdowns from the available revolving credit facility.
As at March 31, 2026, the Company had outstanding drawdowns totalling CAD 4.5m in CDN$ Term CORRA loans.
Repayments
During the three months ended March 31, 2026, the Company repaid a total of CAD 1.1m in CDN$ Prime Rate loans.
15 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.
All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.
19
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
15 RELATED PARTY TRANSACTIONS (CONTINUED)
Key Management Personnel
The Company’s key management personnel are comprised of members of the Board and the executive team.
Transactions with Shareholders, Key Management Personnel and Board of Directors
Transactions recorded in the interim unaudited condensed 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, | ||||||||
| 2026 | 2025 | |||||||
| Salaries and subcontractors | (441 | ) | (778 | ) | ||||
| Share based compensation | (468 | ) | (624 | ) | ||||
| (909 | ) | (1,402 | ) | |||||
Balances due to/from shareholders, key management personnel and Board of Directors are set out in aggregate as follows:
| Interim unaudited condensed consolidated statements of financial position | As at | As at | ||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued liabilities | (42 | ) | (382 | ) | ||||
| Net related party payable | (42 | ) | (382 | ) | ||||
Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:
| Interim unaudited condensed consolidated statements of changes in equity | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Exercise of DSUs, RSUs and FSOs | ||||||||
| Contributed surplus | (39 | ) | (87 | ) | ||||
| Share capital | 39 | 124 | ||||||
| Net movement in equity | — | 37 | ||||||
| Interim unaudited condensed consolidated statements of changes in cash flow | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Proceeds from exercise of options | — | 37 | ||||||
| — | 37 | |||||||
20
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 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, | |||||||
| 2026 | 2025 | |||||||
| Trade receivables | 18,123 | 20,398 | ||||||
| Other assets | 405 | 405 | ||||||
Financial Liabilities
| Financial liabilities as subsequently | ||||||||
| measured at amortized cost | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade payables | 8,849 | 9,148 | ||||||
| Accrued liabilities | 13,607 | 16,300 | ||||||
| Other liabilities | 41 | 72 | ||||||
| Loans payable | 2,834 | 3,512 | ||||||
| 25,331 | 29,032 | |||||||
The carrying values of the financial instruments approximate their fair values.
Fair Value Hierarchy
The following table presents the fair values and fair value hierarchy of the Company’s financial instruments.
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| 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 | 3,413 | — | — | 3,413 | 6,658 | — | — | 6,658 | ||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||||||
| Fair value through profit and loss: | ||||||||||||||||||||||||||||||||
| Share appreciation rights liability | — | 447 | — | 447 | — | 594 | — | 594 | ||||||||||||||||||||||||
There were no transfers between the levels of the fair value hierarchy during the periods.
21
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
During the three months ended March 31, 2026, a gain (loss) of EUR nil (three months ended March 31, 2025: loss of EUR 157), was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss on remeasurement of deferred consideration (Note 8) for financial instruments designated as FVTPL.
During the three months ended March 31, 2026, a share-based compensation recovery of EUR 149 (three months ended March 31, 2025: charge of EUR 478) relating to share appreciation rights liability has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
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 subject to externally imposed capital requirements in respect of its revolving credit facility (Note 14). The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2026:
| 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||
| Trade payables and other liabilities | 22,497 | — | — | — | — | 22,497 | ||||||||||||||||||
| Lease obligations on right of use assets | 1,436 | 1,440 | 727 | 290 | 44 | 3,937 | ||||||||||||||||||
| Loans payable | 2,810 | — | — | — | — | 2,810 | ||||||||||||||||||
| Share appreciation rights liability | 2,739 | 1,435 | 132 | — | — | 4,306 | ||||||||||||||||||
| Other non-current liabilities | 4 | 11 | 53 | 10 | 518 | 596 | ||||||||||||||||||
| 29,486 | 2,886 | 912 | 300 | 562 | 34,146 | |||||||||||||||||||
22
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
Foreign currency exchange risk
The Company’s financial statements are presented in EUR; however, a portion of the Company’s net assets and operations are denominated in other currencies, particularly Canadian and US dollars, and Brazilian reals. Such net assets are translated into EUR at the foreign currency exchange rate in effect at the reporting date, and operations at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, the Company is exposed to foreign currency translation gains and losses, which are recorded in accumulated other comprehensive loss.
The Company is also exposed to risk on transaction in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and loss which are recorded in other operational costs. The Company estimates that an appreciation of the EUR of 10% relative to other currencies would result in an decrease of EUR 129 in earnings before income taxes while a depreciating EUR will have the opposite impact.
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 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 trade receivable as at March 31, 2026:
| Aging (months) | ||||||||||||||||||||
| Note | <1 | 1 - 3 | >3 | Total | ||||||||||||||||
| Gross trade receivable | 13 | 16,650 | 1,403 | 1,785 | 19,838 | |||||||||||||||
| Expected credit loss rate | 2.44 | % | 7.50 | % | 67.40 | % | 8.64 | % | ||||||||||||
| Expected credit loss provision | 13 | 407 | 105 | 1,203 | 1,715 | |||||||||||||||
23
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2025:
| Aging (months) | ||||||||||||||||||||
| Note | <1 | 1 - 3 | >3 | Total | ||||||||||||||||
| Gross trade receivable | 13 | 17,858 | 2,697 | 1,370 | 21,925 | |||||||||||||||
| Expected credit loss rate | 1.44 | % | 3.74 | % | 85.31 | % | 6.96 | % | ||||||||||||
| Expected credit loss provision | 13 | 257 | 101 | 1,169 | 1,527 | |||||||||||||||
Gross trade 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, 2026, one customer (three months ended March 31, 2025: one customer) contributed more than 10% to the Company’s revenues. Aggregate revenues from this customer totaled EUR 4,528 for the three months ended March 31, 2026 (three months ended March 31, 2025: EUR 4,239).
As at March 31, 2026, one customer (December 31, 2025: none) constituted more than 10% to the Company’s accounts receivable. The balance owed by those customers totaled EUR 1,971 as at March 31, 2026. The Company continues to expand its customer base to reduce the concentration risk.
17 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: | 2026 | 2025 | ||||||
| Trade and other receivables | 1,628 | (1,445 | ) | |||||
| Prepaid expenses and other assets | (105 | ) | (84 | ) | ||||
| Trade payables and other liabilities | (3,023 | ) | 2,172 | |||||
| Changes in working capital | (1,500 | ) | 643 | |||||
24
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
17 SUPPLEMENTARY CASHFLOW INFORMATION (CONTINUED)
During the three months ended March 31, 2026 and 2025, there were no significant non-cash transactions from investing and financing activities.
During the three months ended March 31, 2026 and 2025, the Company incurred both cash and non-cash interest expense and other financing charges. The following table shows the split as included in the interim unaudited condensed consolidated statement of loss and comprehensive loss for each period:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Cash | Non-cash | Total | Cash | Non-cash | Total | |||||||||||||||||||
| Interest income | — | — | — | — | — | — | ||||||||||||||||||
| Interest and financing fees | (79 | ) | (23 | ) | (102 | ) | (249 | ) | (32 | ) | (281 | ) | ||||||||||||
| Foreign exchange gain | 276 | 26 | 302 | — | 35 | 35 | ||||||||||||||||||
| Lease interest expense | — | (26 | ) | (26 | ) | — | (27 | ) | (27 | ) | ||||||||||||||
| Accretion expense on deferred consideration | — | — | — | — | (73 | ) | (73 | ) | ||||||||||||||||
| 197 | (23 | ) | 174 | (249 | ) | (97 | ) | (346 | ) | |||||||||||||||
25
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
18 SEGMENT INFORMATION
Operating
The Company has one reportable operating segment in its continuing operations, B2B online gaming.
Geography – Revenue
Revenue for continuing operations was generated from contracted customers in the following jurisdictions:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Malta | 5,830 | 4,551 | ||||||
| Netherlands | 4,485 | 6,350 | ||||||
| Brazil | 2,864 | 2,102 | ||||||
| United States | 2,498 | 3,044 | ||||||
| Curaçao | 1,772 | 2,587 | ||||||
| Belgium | 1,634 | 1,233 | ||||||
| Croatia | 1,449 | 1,093 | ||||||
| Marshall Islands | 1,138 | 1,550 | ||||||
| Czech Republic | 828 | 875 | ||||||
| Isle of Man | 809 | 172 | ||||||
| Other | 2,345 | 1,948 | ||||||
| Revenue | 25,652 | 25,505 | ||||||
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, | |||||||
| 2026 | 2025 | |||||||
| United States | 61,136 | 61,699 | ||||||
| Rest of the world | 5,928 | 5,965 | ||||||
| Non-current assets | 67,064 | 67,664 | ||||||
26
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
19 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, | |||||||
| 2026 | 2025 | |||||||
| Income taxes receivable (payable) | 50 | (1,824 | ) | |||||
| Deferred income tax liabilities | (463 | ) | (509 | ) | ||||
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, | ||||||||
| 2026 | 2025 | |||||||
| Current income taxes (recovery) expense | (33 | ) | 657 | |||||
| Deferred income taxes recovery | (46 | ) | (43 | ) | ||||
| Total income taxes (recovery) expense | (79 | ) | 614 | |||||
There is no income tax expense recognized in other comprehensive loss.
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Deferred tax assets | ||||||||
| Lease obligations on right of use assets | 860 | 910 | ||||||
| Non-capital losses carried forward | 9 | 32 | ||||||
| Deferred tax liabilities | ||||||||
| Goodwill and intangible assets | (462 | ) | (509 | ) | ||||
| Right-of-use assets | (847 | ) | (910 | ) | ||||
| Property and equipment | (23 | ) | (32 | ) | ||||
| Deferred income tax liabilities | (463 | ) | (509 | ) | ||||
27
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
19 INCOME TAXES (CONTINUED)
The reasons for the difference between the actual tax charge for the year and the standard rate of Company tax applied to profits for the period are as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Consolidated loss before income taxes | (1,265 | ) | (2,026 | ) | ||||
| Effective tax rate | 26.5 | % | 26.5 | % | ||||
| Effective income taxes recovery | (335 | ) | (537 | ) | ||||
| Effect of tax rate in foreign jurisdictions | 158 | 296 | ||||||
| Non-deductible and non-taxable items | 10 | 246 | ||||||
| Change in tax benefits not recognized | 488 | 609 | ||||||
| Adjustment of prior year tax payable | 63 | — | ||||||
| Change in estimate for tax refunds in Malta | (463 | ) | — | |||||
| Total income taxes (recovery) expense | (79 | ) | 614 | |||||
20 CONTINGENT LIABILITIES
In the ordinary course of business, the Company is involved in and potentially subject to, legal actions and proceedings. These may include, but are not limited to, claims regarding content performance and related errors.
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.
21 SUBSEQUENT EVENTS
On May 14, 2026, subsequent to the reporting date, the Company entered into a binding letter of intent to acquire 100% of the equity interests of Drayton International ("Drayton"), a diversified gaming technology and content platform comprising equity interests in five game development studios and three proprietary technology and distribution platforms.
The aggregate consideration is EUR 7.69m (approximately USD 9.0m), to be settled entirely through the issuance of newly issued common shares of the Company (the "Transaction"). The Company will also hold rights of first offer and matching rights over each of Drayton's five portfolio studios.
The Transaction is subject to the execution of a definitive acquisition agreement, applicable gaming regulatory approvals, approval of the listing of the Bragg common shares to be issued under the Transaction on the TSX and the Nasdaq, and the satisfaction of certain other closing conditions customary for a transaction of this nature.
Exhibit 99.2
Bragg Gaming Group Inc.
MANAGEMENT DISCUSSION & ANALYSIS FOR THE three-MONTH PERIOD
ENDED MARCH 31, 2026
TABLE OF CONTENTS
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2026
| 1. | MANAGEMENT DISCUSSION & ANALYSIS | 2 |
| 2. | CAUTION REGARDING FORWARD-LOOKING STATEMENTS | 3 |
| 3. | LIMITATIONS OF KEY METRICS AND OTHER DATA | 3 |
| 4. | OVERVIEW OF 1Q26 | 4 |
| 5. | FINANCIAL RESULTS | 8 |
| 5.1 | Basis of financial discussion | 8 |
| 5.2 | Selected interim information | 9 |
| 5.3 | Other financial information | 9 |
| 5.4 | Selected financial information | 11 |
| 5.5 | Summary of quarterly results | 12 |
| 5.6 | Liquidity and capital resources | 12 |
| 5.7 | Cash flow summary | 13 |
| 6 | TRANSACTIONS BETWEEN RELATED PARTIES | 14 |
| 7 | DISCLOSURE OF OUTSTANDING SHARE DATA | 15 |
| 8 | CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | 16 |
| 9 | CHANGES IN ACCOUNTING POLICY | 16 |
| 10 | MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING | 16 |
| 11 | ADDITIONAL INFORMATION | 16 |
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 1 |
| 1. | MANAGEMENT DISCUSSION & ANALYSIS |
This Management Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows for Bragg Gaming Group Inc. on a consolidated basis, for the three months ended March 31, 2026 (“1Q26”). References to “Bragg” or the “Company” in this MD&A refers to Bragg Gaming Group Inc. and its subsidiaries, unless the context requires otherwise. This document should be read in conjunction with the information presented in the interim unaudited condensed consolidated financial statements for the three months ended March 31, 2026 (the “Interim Financial Statements”).
For reporting purposes, the Company prepared the Interim Financial Statements in European Euros (“EUR”) and, unless otherwise indicated, in conformity with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The financial information contained in this MD&A was derived from the Interim Financial Statements. Unless otherwise indicated, all references to a specific “note” refer to the notes to the Interim Financial Statements.
This MD&A references non-IFRS financial measures and metrics, including those under the headings “Selected Financial Information” and “Other Financial Information” below. The Company believes these non-IFRS financial measures and metrics 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 and metrics 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. The non-IFRS measures and metrics used in this MD&A are “EBITDA”, “Adjusted EBITDA”, and “Adjusted EBITDA Margin”. See “Financial Results - Other Financial Information” in this MD&A for a reconciliation of these non-IFRS measures and metrics to their closest comparable IFRS measures and metrics.
This MD&A and, in particular the information in respect of Bragg’s prospective revenues and Adjusted EBITDA may contain future oriented financial information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook on Bragg’s proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including assumptions with respect to customer growth and market expansion. Bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of Bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this MD&A was made as of the date of this MD&A and Bragg disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.
Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to May 14, 2026, the date the Company’s Board of Directors (the “Board”) approved this MD&A.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 2 |
| 2. | CAUTION REGARDING FORWARD-LOOKING STATEMENTS |
This MD&A may contain forward-looking information and statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws in Canada and the U.S., including financial and operational expectations and projections. These statements, other than statements of historical fact, are based on management’s current expectations and projections 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 and projections 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 and projections 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 plans to compete, risks associated with its strategic alliances, the impact of entering new markets on the Company’s operations, and risks associated with new or proposed gaming regulations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. For a detailed description of risk factors associated with the Company, please refer to the “Risk Factors” section in the Company’s current annual information form (the “AIF”), a copy of which is available electronically on the Company’s website, under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov/search-filings.
Shareholders and investors should not place undue reliance on forward-looking statements as the plans, assumptions, intentions or expectations and projections 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 and projections as of May 14, 2026, 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 SELECTED FINANCIAL INFORMATION AND OTHER DATA |
The Company’s selected financial information 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 selected financial information 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 “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. Management Discussion & Analysis March 31, 2026 | 3 |
| 4. | OVERVIEW OF 1Q26 |
Bragg Gaming: Overview and Strategy
Bragg is a content-driven business-to-business (“B2B”) iGaming and vertically integrated 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 10,000 casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its remote games server 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 North American, South American and European 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 U.S. 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.
The Company is dual-listed on the Nasdaq Global Select Market (“Nasdaq”) and the Toronto Stock Exchange (“TSX”), 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, lottery and land-based casino offerings in global markets.
Driven by an experienced management team and offering its differentiated content portfolio, software-as-a-service technology and managed services, the Company aims to be a leading vertically integrated B2B provider to regulated online casinos, regulated online sports betting, lottery and land-based casino offerings in global markets.
Financial performance for the three months ended March 31, 2026
The Company is pleased to report on its financial performance during the three months ended March 31, 2026. The Company has continued to deliver against its strategic objectives, achieving growth, while remaining committed to revenue diversification and geographic expansion.
The Company has only one operating segment: B2B online gaming, and as at March 31, 2026 it derived 79.0% of its revenue from its games and content services, with the remainder of its revenue coming from iGaming platform and Turnkey solutions in addition to strategic technology licensing. The Company’s customer base consists only of online gaming operators. The principal products and services provided by the Company are the licensing of its iGaming technology, games and content, and managed services. For the three months ended March 31, 2026, the majority of the Company’s operating revenue was geographically based in Europe, though this segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 4 |
Revenue
For the three months ended March 31, 2026, the Company’s revenue1 increased from the same period in the previous year by 0.6% to EUR 25.7m (1Q25: EUR 25.5m), driven by strong performance in Brazil following the opening of the newly regulated market in 2025, as well as the short term uplift in the Netherlands from a fixed agreement.
Total games and content products revenue amounted to EUR 20.3m (1Q25: EUR 20.3m) and accounted for 79.0% (1Q25: 79.5%) of total revenues. Growth in this revenue stream has been supported by continued investment and innovation in its technology, games development and product offering.
Gross Profit
Gross profit decreased compared to the same period in the previous year by 0.4% to EUR 14.2m (1Q25: EUR 14.3m) with gross margin decreasing by 54 bps to 55.5% (1Q25: 56.0%). The gross profit margin decreased primarily due to a higher contribution from third-party and aggregation revenue, which accounted for 48.9% of total revenue in 1Q26 (1Q25: 45.0%), reflecting growth in the Brazilian market following its regulation in 2025.
Expenses
Selling, general and administrative expenses marginally decreased compared to the same period in the previous year by 0.9% to EUR 15.7m (1Q25: EUR 15.8m) representing to 61.1% of the total revenue (1Q25: 62.0%).
These changes in the quarter were driven by the following:
| (a) | Salaries and subcontractors remained flat at EUR 6.6m (1Q25: EUR 6.6m), which includes restructuring-related termination costs of EUR 0.8m incurred in 1Q26 and classified as Exceptional costs outside of the Adjusted EBITDA. On an underlying basis, excluding these exceptional costs, salaries and subcontractors decreased by EUR 0.4m, driven by improved headcount and operational efficiencies. |
| (b) | Share based compensation costs amounted to nearly EUR nil (1Q25: EUR 0.8m). The decrease reflects a reduction in the fair value of share appreciation rights introduced and awarded to the executive management on December 29, 2024, primarily driven by lower share price at the end of the period. |
Total employee costs (including share-based compensation charge) decreased by EUR 0.8m to EUR 6.6m (1Q25: EUR 7.4m).
| (c) | Information technology and hosting increased by EUR 0.3m to EUR 1.6m (1Q25: EUR 1.3m) as a result of hosting and security enhancements. |
| (d) | Professional fees slightly increased by EUR 0.2m to EUR 1.3m (1Q25: EUR 1.1m) mainly comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs. |
| (e) | Corporate costs amounted to EUR 0.1m (1Q25: EUR 0.1m) which relate to costs incurred in connection with the Company’s listing on the Nasdaq and TSX, as well as costs of investor and public relations activities as part of the Company’s general corporate strategy. |
1 Revenue includes group share in Game and content, platform fees and management and turnkey solutions.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 5 |
| (f) | Sales and marketing increased by EUR 0.1m to EUR 0.4m (1Q25: EUR 0.3m) primarily due to timing of expenditure. |
| (g) | Other operational costs increased to EUR 0.5m (1Q25: EUR 0.4m) primarily driven by revaluation of lease liabilities. |
Profitability
For the three months ended March 31, 2026, total operating loss amounted to EUR 1.4m (1Q25: EUR 1.7m), a decrease of EUR 0.3m as a result of the decrease in selling, general and administrative expenses of EUR 0.1m, a gain/(loss) on remeasurement of deferred consideration of EUR nil (1Q25: a loss of EUR 0.2m), which was partially offset by the decrease in gross profit of EUR 0.1m.
The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 4.0m (1Q25: EUR 4.1m) with Adjusted EBITDA Margin decreasing by 35 bps to 15.7% (1Q25: 16.0%). For an explanation of the components of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation to Net Loss, see “Financial Results – Other Financial Information” in this MD&A.
Management currently expects the Company’s profitability to improve following a strategic realignment and headcount reductions announced on January 8, 2026, with a focus on integration and optimization.
Cash Flow
Cash flows generated from operating activities for the three months ended March 31, 2026 amounted to an inflow of EUR 1.7m (1Q25: EUR 4.5m) with the underlying operating performance decreasing to EUR 3.6m (1Q25: EUR 4.0m) coupled with net negative movement in working capital of EUR 1.5m and income taxes paid of EUR 0.4m (1Q25: net positive movement in working capital of EUR 0.6m and income taxes paid of EUR 0.2m).
Cash flows used in investing activities amounted to an outflow of EUR 3.4m (1Q25: EUR 3.3m), as a result of increased investment in software development costs.
Cash flows used in financing activities amounted to an outflow of EUR 1.2m (1Q25: EUR 0.6m), mainly due to the partial repayment of revolving credit facility of EUR 0.7m (1Q25: EUR nil), interest and financing fees of EUR 0.1m (1Q25: EUR 0.2m), repayment of lease liability of EUR 0.4m (1Q25: EUR 0.3m).
Financial Position
Cash and cash equivalents as at March 31, 2026 amounted to EUR 3.4m (December 31, 2025: EUR 6.7m), a decrease of EUR 3.3m as a result of EUR 1.7m cash generated from operating activities, offset by EUR 3.4m used in investing activities, EUR 1.2m used in financing activities and EUR 0.3m of foreign exchange loss.
Trade and other receivables as at March 31, 2026 totalled EUR 19.5m (December 31, 2025: EUR 21.1m), with the decrease driven by timing of billing and improved cash collection.
Trade payables and other liabilities as at March 31, 2026 decreased by EUR 3.0m to EUR 22.5m (December 31, 2025: EUR 25.5m), primarily driven by timing of payments.
Others
| · | Drayton Acquisition: On May 14, 2026, subsequent to the reporting date, the Company entered into a binding letter of intent to acquire 100% of the equity interests of Drayton International ("Drayton"), a diversified gaming technology and content platform comprising equity interests in five game development studios and three proprietary technology and distribution platforms. The aggregate consideration is EUR 7.69m (approximately USD 9.0m), to be settled entirely through the issuance of newly issued common shares of the Company (the "Transaction"). The Company will also hold rights of first offer and matching rights over each of Drayton's five portfolio studios. The Transaction is subject to the execution of a definitive acquisition agreement, applicable gaming regulatory approvals, approval of the listing of the Bragg common shares to be issued under the Transaction on the TSX and the Nasdaq, and the satisfaction of certain other closing conditions customary for a transaction of this nature. |
| · | Financing: During the three months ended March 31, 2026, the Company repaid EUR 0.7m of its outstanding revolving credit facility, which is with a Tier One Canadian financial institution allowing for withdrawal of a maximum aggregate amount of up to USD 6.0m. During the three months ended March 31, 2026, the Company did not make any further draw downs from this available facility. |
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 6 |
| · | Share Capital: As of March 31, 2026, the number of issued and outstanding shares was 25,574,284 (December 31, 2025: 25,553,293), the number of outstanding awards from equity incentive plans was 1,054,856 (December 31, 2025: 1,003,842), and the number of warrants issued in connection with convertible debt was 979,048 (December 31, 2025: 979,048). |
| · | Employees: As of March 31, 2026, the Company had 500 employees, contractors, and sub-contractors (March 31, 2025: 514) across Europe, North America, South America and India. |
Strategic Progress
Bragg continuously delivers on its focused, global strategy of becoming a leader in iGaming by striving to provide best-in-class games and technology solutions which consistently meet and exceed industry standards.
Functioning as a go-to Nasdaq and TSX-listed regulated iGaming supplier to a dynamic portfolio of iGaming customers, Bragg can draw on a suite of online casino content and technology solutions which are available in more than 30 regulated iGaming jurisdictions globally.
The Company creates and delivers online casino content, including leading-edge proprietary content and top-tier online casino games from third-party studios. Bragg also serves as an enablement partner for online casino, sports betting and lottery operators looking to launch, run, scale and optimize their websites and apps for maximum success.
With a strong focus on the end user experience, Bragg leverages advanced analytics and increasingly powerful Artificial Intelligence (“AI”) with the aim of enhancing player engagement, maximizing of revenue potential and driving smarter, more efficient iGaming operations.
Central to the Company’s 2026 strategy is an ambitious “AI-First” transformation plan. By targeting 2027 for full implementation, Bragg aims to ensure AI-enhanced products become standard in over 90% of all launches and that AI impacts over 75% of operational workflows. This shift leverages the "Bragg AI Brain" to enhance player engagement, maximize revenue potential, and drive smarter, more efficient iGaming operations.
The Company’s strategic focus areas to achieve its vision are:
| a) | Shifting Revenue Concentration |
The Company aims to increase the percentage of revenue derived from the development and delivery of proprietary online casino content in order to provide a more margin-accretive mix and to improve profitability, to further the Company’s goal of reducing reliance on revenue from aggregated, non-exclusive online casino content by year-end.
| b) | Brazil Growth |
Bragg has seen consistent revenue growth in the Brazilian regulated iGaming market, having commenced operations on the day of the market opening on January 1, 2025. Bragg continues to assert its belief that its proprietary and exclusive content and aggregation business can capture a significant share of the USD 5.7 billion Brazilian market which is expected to rise to USD 7.7 billion by 2030, according to H2 Gambling Capital.
| c) | U.S. Market Penetration |
Bragg believes that it is strategically positioned for significant growth in the U.S. market through the leveraging of its proprietary and exclusive content portfolio. By integrating with top-tier operators including FanDuel, DraftKings, Rush Street, Caesars and BetMGM and securing licenses in all key iGaming states, the Company’s content is accessible to over 90% of the U.S. regulated iGaming market, valued at over USD 10 billion, according to H2 Gambling Capital. The Company expects further states to introduce regulatory frameworks for online casino operations in the coming years, with the total addressable market at maturity projected at over USD 75 billion. The Company believe that it is well positioned to scale with the market. With technical integrations and commercial agreements already in place with the leading U.S. facing online casino operators, management believes that the projected costs and barriers for the Company to roll out in newly regulated U.S. jurisdictions are low, or negligible.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 7 |
| d) | Operational Excellence and Profitability |
In early 2026, the Company initiated a strategic restructuring, including an approximately 12% reduction in its global workforce, to realign the organization and improve its cost structure. These efforts are expected to yield approximately EUR 4.5m in annualized cash savings, strengthening the Company’s financial foundation and accelerating the path to cash profitability and EBITDA growth.
Outlook
Revenue Guidance
Revenue for the year ended December 31, 2026 remains unchanged from that previously disclosed and is expected to be in the range of EUR 97.0m to EUR 104.5m, despite the Company anticipating that it will have to continue navigating increasingly complex regulatory compliance requirements and recent tax changes in the Netherlands and other regions in which the Company operates.
Adjusted EBITDA Guidance
Adjusted EBITDA for the year ended December 31, 2026 also remains unchanged and is forecasted to be in the range of EUR 16.0m to EUR 19.0m (representing an Adjusted EBITDA Margin of approximately 16.0% to 18.0%), supported by factors which include a continuing shift toward higher margin product offerings and the structural cost savings expected from the plans to utilize AI to drive cost efficiencies and improve operational excellence.
| 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, British pound sterling, and Brazilian real 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.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 8 |
| 5.2 | SELECTED INTERIM INFORMATION |
The primary non-IFRS financial measure which the Company uses is Adjusted EBITDA. 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, | |||||||
| EUR 000 | 2026 | 2025 | ||||||
| Revenue | 25,652 | 25,505 | ||||||
| Net Loss | (1,186 | ) | (2,640 | ) | ||||
| EBITDA | 3,244 | 3,040 | ||||||
| Adjusted EBITDA | 4,016 | 4,084 | ||||||
| Basic Loss Per Share | (0.05 | ) | (0.11 | ) | ||||
| Diluted Loss Per Share | (0.05 | ) | (0.11 | ) | ||||
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Total assets | 92,557 | 99,349 | ||||||
| Total non-current liabilities | 3,571 | 3,953 | ||||||
| Dividends paid | nil | nil | ||||||
As at March 31, 2026, non-current financial liabilities primarily consists of EUR 2.4m in lease obligations on right of use assets in relation to office leases (December 31, 2025: EUR 2.7m).
With the exception of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, the financial data has been prepared to conform with IFRS as issued by the International Accounting Standards Board. These accounting principles have been applied consistently across for all reporting periods presented.
| 5.3 | OTHER FINANCIAL INFORMATION |
To supplement its Interim Financial Statements presented in accordance with IFRS, the Company considers certain financial measures and metrics that are not prepared in accordance with IFRS. The Company uses such non-IFRS financial measures and metrics in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that such measures and metrics 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. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Company uses the non-IFRS financial measures and metrics “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA Margin”, each as defined below in this MD&A. The most directly comparable financial measure to each of EBITDA and Adjusted EBITDA is Net Loss. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. The Company’s management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 9 |
The Company defined such non-IFRS measures as follows:
“EBITDA” means as net income (loss) plus interest, taxes, depreciation and amortization; provided that all revenue, costs and expenses shall be recorded on an accrual basis. The Company’s method of calculating EBITDA may differ from the method used by other issuers and, accordingly, the Company’s EBITDA calculation may not be comparable to similarly titled measures used by other issuers.
“Adjusted EBITDA” means EBITDA after: (i) adding back share based compensation; (ii) deducting lease payments recorded as a depreciation of right-of-use assets and lease interest expense; (iii) adding back or deducting gain (loss) on lease modification; (iv) adding back or deducting gain (loss) on re-measurement of deferred consideration; (v) adding back certain exceptional costs; (vi) adding back transaction and acquisition costs; and (vii) adding back or deducting gain (loss) on disposal of tangible assets. “Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue.
A reconciliation of operating loss to EBITDA and Adjusted EBITDA is as follows:
| Three Months Ended March 31, | ||||||||
| EUR 000 | 2026 | 2025 | ||||||
| Net Loss | (1,186 | ) | (2,640 | ) | ||||
| Income taxes (recovery) expense | (79 | ) | 614 | |||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||
| Net interest income (expense) and other financing charges | (174 | ) | 346 | |||||
| Depreciation and amortization | 4,683 | 4,720 | ||||||
| EBITDA | 3,244 | 3,040 | ||||||
| Depreciation of right-of-use assets | (302 | ) | (214 | ) | ||||
| Lease interest expense | (26 | ) | (27 | ) | ||||
| Gain on lease modification | (30 | ) | (101 | ) | ||||
| Share based compensation | 38 | 846 | ||||||
| Transaction and acquisition costs | 40 | — | ||||||
| Exceptional costs | 1,056 | 383 | ||||||
| Gain on disposal of tangible assets | (4 | ) | — | |||||
| Loss on remeasurement of deferred consideration | — | 157 | ||||||
| Adjusted EBITDA | 4,016 | 4,084 | ||||||
Exceptional costs during the three months ended March 31, 2026 amounted to EUR 1.1m mainly relating to restructuring-related termination costs.
Exceptional costs in the three months ended March 31, 2025 amounted to EUR 0.4m relating to legal and professional costs associated with non-recurring strategic process driven cost, corporate and regulatory matters, and expenses related to the Board’s strategic review.
Loss on remeasurement of deferred consideration during the three months ended March 31, 2025 was in respect of the remeasurement of the present value of deferred share consideration in relation to the acquisition of Spin, which was fully settled on June 05, 2025, with the issuance of 371,496 shares.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 10 |
| 5.4 | SELECTED FINANCIAL INFORMATION |
Selected financial information is as follows:
| Three Months Ended March 31, | ||||||||||||
| EUR 000 | 2026 | 2025 | 2024 | |||||||||
| Revenue | 25,652 | 25,505 | 23,811 | |||||||||
| Operating Loss | (1,439 | ) | (1,680 | ) | (1,268 | ) | ||||||
| EBITDA | 3,244 | 3,040 | 2,609 | |||||||||
| Adjusted EBITDA | 4,016 | 4,084 | 3,411 | |||||||||
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Total assets | 92,557 | 99,349 | ||||||
| Total liabilities | 30,553 | 36,647 | ||||||
TRADE AND OTHER RECEIVABLES
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| EUR 000 | 2026 | 2025 | ||||||
| Trade receivables | 18,123 | 20,398 | ||||||
| Sales tax receivables | 1,360 | 724 | ||||||
| Trade and other receivables | 19,483 | 21,122 | ||||||
The following is an aging of the Company’s trade receivables:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| EUR 000 | 2026 | 2025 | ||||||
| Less than one month | 16,650 | 17,858 | ||||||
| Between two and three months | 1,403 | 2,697 | ||||||
| Greater than three months | 1,785 | 1,370 | ||||||
| 19,838 | 21,925 | |||||||
| Provision for expected credit losses | (1,715 | ) | (1,527 | ) | ||||
| Trade receivables | 18,123 | 20,398 | ||||||
TRADE PAYABLES AND OTHER LIABILITIES
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| EUR 000 | 2026 | 2025 | ||||||
| Trade payables | 8,849 | 9,148 | ||||||
| Accrued liabilities | 13,607 | 16,300 | ||||||
| Other liabilities | 41 | 72 | ||||||
| Trade payables and other liabilities | 22,497 | 25,520 | ||||||
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 11 |
| 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.
| 2026 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| EUR 000 | 1Q26 | 4Q25 | 3Q25 | 2Q25 | 1Q25 | 4Q24 | 3Q24 | 2Q24 | ||||||||||||||||||||||||
| Revenue | 25,652 | 27,686 | 26,804 | 26,079 | 25,505 | 27,160 | 26,169 | 24,861 | ||||||||||||||||||||||||
| Operating loss | (1,439 | ) | (88 | ) | (1,202 | ) | (2,348 | ) | (1,680 | ) | (654 | ) | (406 | ) | (1,215 | ) | ||||||||||||||||
| EBITDA | 3,244 | 4,419 | 4,027 | 2,621 | 3,040 | 4,039 | 3,924 | 2,779 | ||||||||||||||||||||||||
| Adjusted EBITDA | 4,016 | 4,561 | 4,445 | 3,459 | 4,084 | 4,682 | 4,083 | 3,615 | ||||||||||||||||||||||||
| Loss per share - Basic | (0.05 | ) | (0.05 | ) | (0.09 | ) | (0.07 | ) | (0.11 | ) | (0.03 | ) | (0.01 | ) | (0.10 | ) | ||||||||||||||||
| Loss per share - Diluted | (0.05 | ) | (0.05 | ) | (0.09 | ) | (0.07 | ) | (0.11 | ) | (0.03 | ) | (0.01 | ) | (0.10 | ) | ||||||||||||||||
| 5.6 | LIQUIDITY AND CAPITAL RESOURCES |
The Company’s principal source of liquidity is its cash generated from operations. The Company also uses debt financing facilities, which provide additional capital to be used for operation expenditure and for the achievement of greater financial flexibility.
Revolving credit facility
During the three months ended March 31, 2026, the Company repaid EUR 0.7m of its outstanding revolving credit facility, which is with a Tier One Canadian financial institution allowing for withdrawal of a maximum aggregate amount of up to USD 6.0m. The associated securities, customary legal and financial covenants, and applicable interest rates are disclosed in the notes of the Interim Financial Statements. The drawn down balance on this facility is CAD 4.5m in CDN$ Term CORRA loans as at March 31, 2026 (as at December 31, 2025: CAD 4.5m in CDN$ Term CORRA loans and CAD 1.1m in CDN$ Prime Rate loans).
The Company calculates its working capital requirements from continuing operations as follows:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| EUR 000 | 2026 | 2025 | ||||||
| Cash and cash equivalents | 3,413 | 6,658 | ||||||
| Trade and other receivables | 19,483 | 21,122 | ||||||
| Prepaid expenses and other assets | 2,597 | 3,905 | ||||||
| Current liabilities excluding loans payable | (24,148 | ) | (29,182 | ) | ||||
| Net working capital | 1,345 | 2,503 | ||||||
| Loans payable | (2,834 | ) | (3,512 | ) | ||||
| Net current assets | (1,489 | ) | (1,009 | ) | ||||
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 12 |
The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2026 are below:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||||
| Trade payables and other liabilities | 22,497 | — | — | — | — | — | 22,497 | |||||||||||||||||||||
| Lease obligations on right of use assets | 1,436 | 1,440 | 727 | 290 | 44 | — | 3,937 | |||||||||||||||||||||
| Loans payable | 2,810 | — | — | — | — | — | 2,810 | |||||||||||||||||||||
| Share appreciation rights liability | 2,739 | 1,435 | 132 | — | — | — | 4,306 | |||||||||||||||||||||
| Other non-current liabilities | 4 | 11 | 53 | 10 | 14 | 504 | 596 | |||||||||||||||||||||
| 29,486 | 2,886 | 912 | 300 | 58 | 504 | 34,146 | ||||||||||||||||||||||
MARKET RISK
The Company is exposed to market risks, including changes to foreign currency exchange rates and interest rates.
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 highlights of cash flow from continuing operations include:
| Three Months Ended March 31, | ||||||||
| EUR 000 | 2026 | 2025 | ||||||
| Operating activities | 1,647 | 4,494 | ||||||
| Investing activities | (3,447 | ) | (3,304 | ) | ||||
| Financing activities | (1,154 | ) | (556 | ) | ||||
| Effect of foreign exchange | (291 | ) | (286 | ) | ||||
| Net cash flow | (3,245 | ) | 348 | |||||
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 13 |
Cash flows used in investing activities is primarily due to additions to intangible assets of EUR 3.4m (three months ended March 31, 2025: EUR 2.9m).
| Three Months Ended March 31, | ||||||||
| EUR 000 | 2026 | 2025 | ||||||
| Purchases of property and equipment | (23 | ) | (80 | ) | ||||
| Additions in intangible assets | (3,424 | ) | (2,874 | ) | ||||
| Loan receivables | — | (350 | ) | |||||
| Cash flows used in investing activities | (3,447 | ) | (3,304 | ) | ||||
Cash flow used in financing activities amounted to an outflow of EUR 1.2m (1Q25: EUR 0.6m), mainly due to the partial repayment of revolving credit facility of EUR 0.7m (1Q25: EUR nil), interest and financing fees of EUR 0.1m (1Q25: EUR 0.2m), repayment of lease liability of EUR 0.4m (1Q25: EUR 0.3m).
| Three Months Ended March 31, | ||||||||
| EUR 000 | 2026 | 2025 | ||||||
| Proceeds from exercise of stock options | — | 37 | ||||||
| Repayment of lease liability | (386 | ) | (344 | ) | ||||
| Repayment of loans payable | (689 | ) | — | |||||
| Interest and financing fees | (79 | ) | (249 | ) | ||||
| Cash flows used in financing activities | (1,153 | ) | (556 | ) | ||||
There have been no significant non-cash transactions from financing activities in either period.
| 6 | TRANSACTIONS BETWEEN RELATED PARTIES |
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.
All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.
Key Management Personnel
The Company’s key management personnel are comprised of members of the Board and the executive team.
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 14 |
Transactions with Shareholders, Key Management Personnel and Board of Directors
Transactions recorded in the interim unaudited condensed 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, | ||||||||
| 2026 | 2025 | |||||||
| Salaries and subcontractors | (441 | ) | (778 | ) | ||||
| Share based compensation | (468 | ) | (624 | ) | ||||
| (909 | ) | (1,402 | ) | |||||
Balances due to/from shareholders, key management personnel and Board of Directors are set out as follows:
| Interim unaudited condensed consolidated statements of financial position | As at | As at | ||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued liabilities | (42 | ) | (382 | ) | ||||
| Net related party payable | (42 | ) | (382 | ) | ||||
Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:
| Interim unaudited condensed consolidated statements of changes in equity | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Exercise of DSUs, RSUs and FSOs | ||||||||
| Contributed surplus | (39 | ) | (87 | ) | ||||
| Share capital | 39 | 124 | ||||||
| Net movement in equity | — | 37 | ||||||
| Interim unaudited condensed consolidated statements of changes in cash flow | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Proceeds from exercise of options | — | 37 | ||||||
| 7 | DISCLOSURE OF OUTSTANDING SHARE DATA |
The number of equity-based instruments granted or issued may be summarized as follows:
| March 31, | May 14, | |||||||
| 2026 | 2026 | |||||||
| Common Shares | 25,574,284 | 25,631,959 | ||||||
| Warrants | 979,048 | 979,048 | ||||||
| Fixed Stock Options | 877,176 | 835,797 | ||||||
| Restricted Share Units | 100,000 | — | ||||||
| Deferred Share Units | 77,680 | 99,742 | ||||||
| 27,608,188 | 27,546,546 | |||||||
| Bragg Gaming Group Inc. Management Discussion & Analysis March 31, 2026 | 15 |
| 8 | CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS |
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, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.
| 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 of 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, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. The Company continues to review and improve our internal control environment and enhancements have been made throughout the current financial period and previous financial year.
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 of the date of this MD&A, and have concluded that these controls and procedures were appropriately designed.
11 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.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings 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. Management Discussion & Analysis March 31, 2026 | 16 |
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Matevž Mazij, 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, 2026. |
| 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 Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 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, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: | May 14, 2026 | |
| (signed) Matevž Mazij | ||
| Matevž Mazij | ||
| Chief Executive Officer | ||
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Robert Bressler, 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, 2026. |
| 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 Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 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, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: | May 14, 2026. |
| (signed) Robert Bressler | |
| Robert Bressler | |
| Chief Financial Officer |
Exhibit 99.5
Bragg Gaming Group Reports First Quarter 2026 Financial Results
Toronto, May 14, 2026 - Bragg Gaming Group (NASDAQ:BRAG; TSX:BRAG) (“bragg” or the “Company”), a leading igaming content and platform technology solutions provider, today announced its financial results for the first quarter of 2026.
First Quarter 2026 Financial Highlights:
| · | Revenue Growth: Total quarterly revenue of €25.7 million (US$ 29.7 million)1 in the first quarter: |
| o | The Netherlands revenue increased 3.5% year-over-year due to a short-term uplift from a fixed Player Account Management (“PAM”) agreement with Entain Plc (LSE: ENTL); |
| o | Brazil revenue increased 33.3% compared to the 2025 first quarter with continued growth in provider onboarding; and |
| o | United States recurring revenue grew 7.1% year-over-year, driven by expanded high-margin proprietary content footprint, while total U.S. revenue declined 12.1% due to one off revenue in the 2025 first quarter related to the Company’s content and technology project with Caesars Entertainment for its online casino platforms; and |
| o | Total revenue grew 0.6% year-over-year. |
| ● | Operating Loss, Net Loss and Adjusted EBITDA2: Operating loss for the first quarter was €1.4 million (US$1.7 million), a €0.3 million (US$0.1 million) improvement from an operating loss of €1.7 million (US$1.8 million) in the same period of 2025. Net loss for the first quarter was €1.2 million (US$1.4 million), or €0.05 (US$0.05) per common share, a 55% improvement from a net loss of €2.6 million (US$2.8 million), or €0.11 (US$0.12) per common share, in the same period of 2025. Adjusted EBITDA for the 2026 first quarter was €4.0 million (US$4.6 million), representing an Adjusted EBITDA Margin3 of 15.7%, compared to €4.1 million (US$4.3 million), representing an Adjusted EBITDA Margin of 16.0% in Q1-2025. |
1 Results converted from EUR to USD assume an exchange rate of 1.1517 for the three-month period ending March 31, 2026, and assume an exchange rate of 1.0536 for the three-month period ending March 31, 2025.
2,3 Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS financial measures. For important information on the Company’s non-IFRS financial measures, see “Non-IFRS Financial Measures” below.
First Quarter 2026 and Recent Business Highlights:
| · | Extended Key Player Account Management (“PAM”) Agreement in Europe: Announced the extension of its existing comprehensive Player Account Management (“PAM”) platform and turnkey solution agreement with Senator Group, an online casino market leader in Croatia. |
| · | Chosen as Preferred Content Delivery Partner Across a Multi-Brand, Multi-Jurisdictional Portfolio: Building on an existing relationship between the parties that began in 2020 and has already seen successful launches in Romania, Belgium, Serbia and Brazil, Super Technologies selected bragg as its preferred content delivery partner to support its ambitious strategic expansion plan by providing fast access to quality content, while also delivering on the necessary technical and compliance readiness for demanding regulated territories. Soon thereafter, bragg announced its role in supporting Super Technologies’ successful launch in the regulated Greek market through its flagship brand, Superbet, marking a significant milestone in bragg’s ongoing global expansion strategy. |
| · | Positioned for Finnish Market Liberalization: Signed a comprehensive PAM platform and turnkey solution agreement with SuomiVeto, a market entrant led by the successful founders of BetCity.nl, that will see bragg provide SuomiVeto access to a vast portfolio of exclusive and aggregated casino games, a fully managed sportsbook, award-winning fuze™ player engagement tools, and comprehensive managed marketing and operational services in the newly regulated Finnish iGaming market, which is scheduled to "go live" for private operators on July 1, 2027. |
| · | Leapt into an Artificial Intelligence (“AI”)-First Future: Initiated the development of the bragg AI brain, a data-driven AI engine designed to power smarter decisions and intelligent products across bragg's ecosystem in order to reduce the Company’s overall cost structure, drive its EBITDA growth, and move it toward sustained net profitability. |
| · | Strengthened Leadership Team and Changed Board: Appointed Morten Tonnesen as its new Chief Operating Officer, with a mandate that includes driving operational leverage and implementing bragg's ambitious AI-First transformation, and promoted Garrick Morris to the position of Executive Vice President of Global Content, U.S. & Canada, with a focus on content expansion. In addition, Thomas Winter, a gaming industry luminary, was appointed to bragg’s Board of Directors, succeeding Kent Young, who retired from the Board. |
| · | Executed a Strategic Restructuring to Reduce Cost Structure and Improve Operating Performance: Completed a strategic restructuring, including an approximate 12% reduction of global workforce, designed to realign the organization and thereby improve its overall cost structure, drive its EBITDA growth, and shorten the time required for it to achieve sustained net profitability. The Company incurred restructuring costs related to this action of approximately €0.7 million (US$0.9 million) associated with personnel-related termination costs in the first quarter of 2026, and it anticipates annualized cash savings from its staff reductions and other restructuring efforts to be approximately €4.5 million (US$5.2 million). |
| · | Ensured Greater Board Alignment with Shareholders: From January 1, 2026, fees are being paid to directors exclusively in deferred share units (DSUs) on a monthly basis (with no cash alternative). |
| · | Entered into Agreement for a Transformational Acquisition: Earlier today, announced entering into a binding agreement to acquire Drayton International (“Drayton”), a diversified gaming technology and content platform. In conjunction with the closing of the transaction, renowned gaming entrepreneur, Matthew Davey, will join the Company’s Board as Non-Executive Chairman, further strengthening the Company’s leadership as it executes its next phase of growth. |
Matevž Mazij, Chief Executive Officer for bragg, commented, “We continued to execute well across our business in the first quarter. But in many ways, I believe we are only just approaching the starting line as we work to complete our potentially transformative transaction with Drayton, which we believe will position bragg to lead the future of the global gaming industry with the right team, the best technology, a refreshed brand, and a clear ‘games-first’ focus.”
For additional information on bragg’s acquisition of Drayton, including information regarding forward-looking statements and risk factors related to the transaction with Drayton, please refer to the Company’s press release dated May 14, 2026, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov/search-filings.
2026 Outlook
The Company continues to anticipate full year 2026 revenue between €97.0 million and €104.5 million and Adjusted EBITDA of €16.0 million to €19.0 million (representing an Adjusted EBITDA Margin of 16.0% to 18.0%).
bragg noted that these amounts do not include any potential revenue and/or Adjusted EBITDA impacts from the planned Drayton acquisition.
Investor Conference Call
The Company will host a conference call today at 8:30 a.m. Eastern, and management will discuss the financial and operational performance of the company. A presentation of these results will be made available to download at: https://investors.bragg.group/events-and-presentations/presentations/default.aspx
To join the call, please use the below dial-in information:
USA / International Toll +1 (585) 542-9983
USA / Canada Toll-Free +1 (833) 461-5787
Canada Toll +1 (365) 657-4084
United Kingdom Toll +44 117 389 0104
United Kingdom Toll Free +44 808 196 8935
Conference ID: 267144801
The call will also be broadcast live and archived on the Company's website in the Investors section here.
About bragg
Bragg Gaming Group, “bragg” (NASDAQ: BRAG, TSX: BRAG) crafts igaming environments that elevate player experiences. By combining battle-tested regulatory expertise with smart technology and captivating games and gaming worlds, bragg delivers a proven revenue engine for operators and an unforgettable experience for players.
The bragg product suite includes:
| · | casino games: Featuring bragg studios game experiences, as well as aggregated and bespoke IP crafted for bragg by partner studios |
| · | fuze™: Real-time behavioural intelligence that maps player journeys to reduce churn and maximize lifetime value. |
| · | bragg hub: A single integration aggregating the industry's best games from bragg’s premium in-house studios and third-party games houses |
| · | bragg PAM: A proven, scalable platform that simplifies operations across markets. |
Licensed and operational in 30+ regulated markets globally, including the U.S., Canada, LatAm, and Europe, bragg is engineered for igaming players and built for operator growth.
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking information and statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws in Canada and the U.S., including financial and operational expectations and projections. These statements, other than statements of historical fact, are based on management’s current expectations and projections 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 and projections 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 and projections 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.
All forward-looking statements contained in this news release or the conference call 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 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 the Company’s business, meeting minimum listing requirements of the stock exchanges on which the Company’s shares trade; 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 the Company’s technology network including computer systems and software; natural events such as severe weather, fires, floods and earthquakes; any disruptions to operations as a result of the strategic alternatives review process; 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
To supplement its Interim Financial Statements presented in accordance with IFRS, the Company considers certain financial measures and metrics that are not prepared in accordance with IFRS. The Company uses such non-IFRS financial measures and metrics in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that such measures and metrics 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. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Company uses the non-IFRS financial measures and metrics “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA Margin”, each as defined below in this news release. The most directly comparable financial measure to each of EBITDA and Adjusted EBITDA is Net Loss. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. The Company’s management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
The Company defined such non-IFRS measures as follows:
“EBITDA” means as net income (loss) plus interest, taxes, depreciation and amortization; provided that all revenue, costs and expenses shall be recorded on an accrual basis. The Company’s method of calculating EBITDA may differ from the method used by other issuers and, accordingly, the Company’s EBITDA calculation may not be comparable to similarly titled measures used by other issuers.
“Adjusted EBITDA” means EBITDA after: (i) adding back share based compensation; (ii) deducting lease payments recorded as a depreciation of right-of-use assets and lease interest expense; (iii) adding back or deducting gain (loss) on lease modification; (iv) adding back or deducting gain (loss) on re-measurement of deferred consideration; (v) adding back certain exceptional costs; (vi) adding back transaction and acquisition costs; and (vii) adding back or deducting gain (loss) on disposal of tangible assets.
“Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue.
A reconciliation of operating loss to EBITDA and Adjusted EBITDA is as follows in this news release as well as in the Company’s Management’s Discussion and Analysis (“MD&A”) for the quarter ended March 31, 2026.
Future Oriented Financial Information
This news release and, in particular the information in respect of bragg’s prospective revenues and Adjusted EBITDA may contain future oriented financial information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook on bragg’s proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including assumptions with respect to customer growth and market expansion. bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this news release was made as of the date of this news release and bragg disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.
Join bragg on social media
Twitter
LinkedIn
Facebook
Instagram
For investor relations, please contact:
Stephen Kilmer
+1 (646)-274-3580
Financial tables follow:
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | 25,652 | 25,505 | ||||||
| Cost of revenue | (11,425 | ) | (11,221 | ) | ||||
| Gross Profit | 14,227 | 14,284 | ||||||
| Selling, general and administrative expenses | (15,666 | ) | (15,807 | ) | ||||
| Loss on remeasurement of deferred consideration | — | (157 | ) | |||||
| Operating Loss | (1,439 | ) | (1,680 | ) | ||||
| Net interest income (expense) and other financing charges | 174 | (346 | ) | |||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||
| Income taxes recovery (expense) | 79 | (614 | ) | |||||
| Net Loss | (1,186 | ) | (2,640 | ) | ||||
| Items to be reclassified to net loss: | ||||||||
| Cumulative translation adjustment | 301 | (1,423 | ) | |||||
| Net Comprehensive Loss | (885 | ) | (4,063 | ) | ||||
| Basic Loss Per Share | (0.05 | ) | (0.11 | ) | ||||
| Diluted Loss Per Share | (0.05 | ) | (0.11 | ) | ||||
| Millions | Millions | |||||||
| Weighted average number of shares - basic | 25.6 | 25.1 | ||||||
| Weighted average number of shares - diluted | 25.6 | 25.1 | ||||||
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | 3,413 | 6,658 | ||||||
| Trade and other receivables | 19,483 | 21,122 | ||||||
| Prepaid expenses and other assets | 2,597 | 3,905 | ||||||
| Total Current Assets | 25,493 | 31,685 | ||||||
| Property and equipment | 1,061 | 1,198 | ||||||
| Right-of-use assets | 3,707 | 3,975 | ||||||
| Intangible assets | 29,995 | 30,421 | ||||||
| Goodwill | 31,453 | 31,206 | ||||||
| Investments in associates | 443 | 459 | ||||||
| Other assets | 405 | 405 | ||||||
| Total Assets | 92,557 | 99,349 | ||||||
| Trade payables and other liabilities | 22,497 | 25,520 | ||||||
| Income taxes (receivable) payable | (50 | ) | 1,824 | |||||
| Lease obligations on right of use assets | 1,354 | 1,367 | ||||||
| Share appreciation rights liability | 347 | 471 | ||||||
| Loans payable | 2,834 | 3,512 | ||||||
| Total Current Liabilities | 26,982 | 32,695 | ||||||
| Deferred income tax liabilities | 463 | 509 | ||||||
| Lease obligations on right of use assets | 2,412 | 2,725 | ||||||
| Share appreciation rights liability | 100 | 123 | ||||||
| Other non-current liabilities | 596 | 596 | ||||||
| Total Liabilities | 30,553 | 36,647 | ||||||
| Share capital | 133,985 | 133,946 | ||||||
| Contributed surplus | 17,821 | 17,673 | ||||||
| Accumulated deficit | (90,647 | ) | (89,461 | ) | ||||
| Accumulated other comprehensive income | 845 | 544 | ||||||
| Total Equity | 62,004 | 62,702 | ||||||
| Total Liabilities and Equity | 92,557 | 99,349 | ||||||
BRAGG GAMING GROUP INC.
UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||
| EUR 000 | 2026 | 2025 | ||||||
| Revenue | 25,652 | 25,505 | ||||||
| Operating Loss | (1,439 | ) | (1,680 | ) | ||||
| EBITDA | 3,244 | 3,040 | ||||||
| Adjusted EBITDA | 4,016 | 4,084 | ||||||
BRAGG GAMING GROUP INC.
RECONCILIATION OF OPERATING LOSS TO EBITDA AND ADJUSTED EBITDA
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||
| EUR 000 | 2026 | 2025 | ||||||
| Net Loss | (1,186 | ) | (2,640 | ) | ||||
| Income taxes (recovery) expense | (79 | ) | 614 | |||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||
| Net interest income (expense) and other financing charges | (174 | ) | 346 | |||||
| Depreciation and amortization | 4,683 | 4,720 | ||||||
| EBITDA | 3,244 | 3,040 | ||||||
| Depreciation of right-of-use assets | (302 | ) | (214 | ) | ||||
| Lease interest expense | (26 | ) | (27 | ) | ||||
| Gain on lease modification | (30 | ) | (101 | ) | ||||
| Share based compensation | 38 | 846 | ||||||
| Transaction and acquisition costs | 40 | — | ||||||
| Exceptional costs | 1,056 | 383 | ||||||
| Gain on disposal of tangible assets | (4 | ) | — | |||||
| Loss on remeasurement of deferred consideration | — | 157 | ||||||
| Adjusted EBITDA | 4,016 | 4,084 | ||||||