6-K
Bragg Gaming Group Inc. (BRAG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026
Commission File Number: 001-40759
Bragg Gaming Group Inc.
(Translation of registrant’s name intoEnglish)
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: August 13, 2026 | ||
| By: | /s/ Robert Bressler | |
| Name: | Robert Bressler | |
| Title: | Chief Financial Officer and Secretary |
Exhibit 99.1

BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Three and six-month periods ended June 30, 2026 and June 30, 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 | 15 |
| 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 | 24 |
| 19 | INCOME TAXES | 25 |
| 20 | CONTINGENT LIABILITIES | 26 |
| 21 | SUBSEQUENT EVENTS | 27 |
1
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF LOSS AND COMPREHENSIVE LOSS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | 2026 | 2025 | 2026 | 2025 | |||||||||
| Revenue | 3, 18 | 22,892 | 26,079 | 48,544 | 51,584 | ||||||||
| Cost of revenue | 3 | (11,053 | ) | (12,336 | ) | (22,478 | ) | (23,557 | ) | ||||
| Gross Profit | 11,839 | 13,743 | 26,066 | 28,027 | |||||||||
| Selling, general and administrative expenses | 3 | (13,780 | ) | (16,091 | ) | (29,446 | ) | (31,898 | ) | ||||
| Loss on remeasurement of deferred consideration | 3, 8 | — | — | — | (157 | ) | |||||||
| Operating Loss | (1,941 | ) | (2,348 | ) | (3,380 | ) | (4,028 | ) | |||||
| Net interest expense and other financing charges | 3, 14 | (425 | ) | (14 | ) | (251 | ) | (360 | ) | ||||
| Loss Before Income Taxes | (2,366 | ) | (2,362 | ) | (3,631 | ) | (4,388 | ) | |||||
| Income taxes recovery (expense) | 19 | (509 | ) | 533 | (430 | ) | (81 | ) | |||||
| Net Loss | (2,875 | ) | (1,829 | ) | (4,061 | ) | (4,469 | ) | |||||
| Items to be reclassified to net loss: | |||||||||||||
| Cumulative translation adjustment | 308 | (2,680 | ) | 609 | (4,103 | ) | |||||||
| Net Comprehensive Loss | (2,567 | ) | (4,509 | ) | (3,452 | ) | (8,572 | ) | |||||
| Basic Loss Per Share | (0.11 | ) | (0.07 | ) | (0.16 | ) | (0.18 | ) | |||||
| Diluted Loss Per Share | (0.11 | ) | (0.07 | ) | (0.16 | ) | (0.18 | ) | |||||
| Millions | Millions | Millions | Millions | ||||||||||
| Weighted average number of shares - basic | 25.6 | 25.2 | 25.6 | 25.1 | |||||||||
| Weighted average number of shares - diluted | 25.6 | 25.2 | 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 FINANCIALPOSITION
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| As at | As at | ||||||
|---|---|---|---|---|---|---|---|
| June 30, | December 31, | ||||||
| Note | 2026 | 2025 | |||||
| Cash and cash equivalents | 3,308 | 6,658 | |||||
| Trade and other receivables | 11, 16 | 17,857 | 21,122 | ||||
| Prepaid expenses and other assets | 4,279 | 3,905 | |||||
| Total Current Assets | 25,444 | 31,685 | |||||
| Property and equipment | 972 | 1,198 | |||||
| Right-of-use assets | 9 | 3,348 | 3,975 | ||||
| Intangible assets | 10 | 29,208 | 30,421 | ||||
| Goodwill | 7 | 31,558 | 31,206 | ||||
| Investments in associates | 428 | 459 | |||||
| Other assets | 405 | 405 | |||||
| Total Assets | 91,363 | 99,349 | |||||
| Trade payables and other liabilities | 12, 16 | 23,816 | 25,520 | ||||
| Income taxes payable | 19 | 351 | 1,824 | ||||
| Lease obligations on right of use assets | 13 | 1,378 | 1,367 | ||||
| Share appreciation rights liability | 6 | 312 | 471 | ||||
| Loans payable | 14 | 2,809 | 3,512 | ||||
| Total Current Liabilities | 28,666 | 32,694 | |||||
| Deferred income tax liabilities | 19 | 421 | 509 | ||||
| Lease obligations on right of use assets | 13 | 2,078 | 2,725 | ||||
| Share appreciation rights liability | 6 | 103 | 123 | ||||
| Other non-current liabilities | 596 | 596 | |||||
| Total Liabilities | 31,864 | 36,647 | |||||
| Share capital | 4 | 134,269 | 133,946 | ||||
| Contributed surplus | 17,670 | 17,673 | |||||
| Accumulated deficit | (93,593 | ) | (89,461 | ) | |||
| Accumulated other comprehensive income | 1,153 | 544 | |||||
| Total Equity | 59,499 | 62,702 | |||||
| Total Liabilities and Equity | 91,363 | 99,349 |
See accompanying notes to the interim unaudited condensed consolidated financial statements.
Approved on behalf of the Board of Directors
| Donald Robertson | Matt Davey |
|---|---|
| Board Director and Chair of Audit Committee | Chair of the Board of Directors |
3
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGESIN 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 | |||||||||
| Shares issued as deferred consideration | 8 | 1,380 | — | — | — | 1,380 | |||||||||
| Exercise of stock options | 6 | 144 | (94 | ) | — | — | 50 | ||||||||
| Share-based compensation | 6 | — | 518 | — | — | 518 | |||||||||
| Net loss for the period | — | — | (4,469 | ) | — | (4,469 | ) | ||||||||
| Other comprehensive loss | — | — | — | (4,103 | ) | (4,103 | ) | ||||||||
| Balance as at June 30, 2025 | 133,253 | 18,104 | (85,679 | ) | 1,197 | 66,875 | |||||||||
| Balance as at January 1, 2026 | 133,946 | 17,673 | (89,461 | ) | 544 | 62,702 | |||||||||
| Exercise of restricted share units | 6 | 284 | (284 | ) | (71 | ) | — | (71 | ) | ||||||
| Exercise of deferred share units | 6 | 39 | (39 | ) | — | — | — | ||||||||
| Share-based compensation | 6 | — | 320 | — | — | 320 | |||||||||
| Net loss for the period | — | — | (4,061 | ) | — | (4,061 | ) | ||||||||
| Other comprehensive income | — | — | — | 609 | 609 | ||||||||||
| Balance as at June 30, 2026 | 134,269 | 17,670 | (93,593 | ) | 1,153 | 59,499 |
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)
| Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|
| Note | 2026 | 2025 | |||||
| Operating Activities | |||||||
| Net loss | (4,061 | ) | (4,469 | ) | |||
| Add: | |||||||
| Net interest expense and other financing charges | 3, 14 | 406 | 360 | ||||
| Depreciation and amortization | 3 | 9,576 | 9,689 | ||||
| Share based compensation | 6 | 145 | 1,585 | ||||
| Loss on remeasurement of deferred consideration | 3, 8 | — | 157 | ||||
| Unrealized foreign exchange (gain) loss | 35 | (152 | ) | ||||
| Income taxes expense | 19 | 430 | 81 | ||||
| 6,531 | 7,251 | ||||||
| Change in working capital | 17 | (235 | ) | (35 | ) | ||
| Income taxes paid | 19 | (568 | ) | (142 | ) | ||
| Cash Flows From Operating Activities | 5,728 | 7,074 | |||||
| Investing Activities | |||||||
| Purchases of property and equipment | (47 | ) | (219 | ) | |||
| Additions of intangible assets | 10 | (6,915 | ) | (6,407 | ) | ||
| Loan receivables | — | (375 | ) | ||||
| Investment in associates | — | (200 | ) | ||||
| Cash Flows (Used In) Investing Activities | (6,962 | ) | (7,201 | ) | |||
| Financing Activities | |||||||
| Proceeds from exercise of stock options | 6 | — | 50 | ||||
| Repayment of lease liability | 13 | (687 | ) | (570 | ) | ||
| Repayment of loans payable | 14 | (679 | ) | (4,410 | ) | ||
| Interest and financing fees | (382 | ) | (248 | ) | |||
| Cash Flows (Used In) Financing Activities | (1,748 | ) | (5,178 | ) | |||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (368 | ) | (920 | ) | |||
| Change In Cash And Cash Equivalents | (3,350 | ) | (6,225 | ) | |||
| Cash and cash equivalents at beginning of period | 6,658 | 10,467 | |||||
| Cash And Cash Equivalents At End Of Period | 3,308 | 4,242 |
See accompanying notes to the interim unaudited condensed consolidated financial statements.
5
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 has 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 August 13, 2026.
6
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 June 30, | Six Months Ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | 2026 | 2025 | 2026 | 2025 | |||||||||
| Revenue | 18 | 22,892 | 26,079 | 48,544 | 51,584 | ||||||||
| Cost of revenue | (11,053 | ) | (12,336 | ) | (22,478 | ) | (23,557 | ) | |||||
| Gross Profit | 11,839 | 13,743 | 26,066 | 28,027 | |||||||||
| Salaries and subcontractors | (5,654 | ) | (5,738 | ) | (12,242 | ) | (12,312 | ) | |||||
| Share based compensation | 6 | (107 | ) | (739 | ) | (145 | ) | (1,585 | ) | ||||
| Total employee costs | (5,761 | ) | (6,477 | ) | (12,387 | ) | (13,897 | ) | |||||
| Depreciation and amortization | (4,893 | ) | (4,969 | ) | (9,576 | ) | (9,689 | ) | |||||
| IT and hosting | (1,470 | ) | (1,372 | ) | (3,030 | ) | (2,653 | ) | |||||
| Professional fees | (1,686 | ) | (1,189 | ) | (2,956 | ) | (2,275 | ) | |||||
| Corporate costs | (176 | ) | (122 | ) | (301 | ) | (254 | ) | |||||
| Sales and marketing | (125 | ) | (290 | ) | (509 | ) | (587 | ) | |||||
| Bad debt recovery (expense) | 11 | 1,034 | (748 | ) | 799 | (879 | ) | ||||||
| Travel and entertainment | (233 | ) | (433 | ) | (540 | ) | (764 | ) | |||||
| Other operational costs | (470 | ) | (491 | ) | (946 | ) | (900 | ) | |||||
| Selling, General and Administrative Expenses | (13,780 | ) | (16,091 | ) | (29,446 | ) | (31,898 | ) | |||||
| Loss on remeasurement of deferred consideration | 8 | — | — | — | (157 | ) | |||||||
| Operating Loss | (1,941 | ) | (2,348 | ) | (3,380 | ) | (4,028 | ) | |||||
| Interest income | 6 | 5 | 2 | 9 | |||||||||
| Interest expense | 14 | (41 | ) | (109 | ) | (89 | ) | (340 | ) | ||||
| Accretion on liabilities | 8 | — | (95 | ) | — | (168 | ) | ||||||
| Foreign exchange gain (loss) | (147 | ) | 283 | 155 | 318 | ||||||||
| Other financing charges | (243 | ) | (98 | ) | (319 | ) | (179 | ) | |||||
| Net Interest Expense and Other Financing Charges | (425 | ) | (14 | ) | (251 | ) | (360 | ) | |||||
| Loss Before Income Taxes | (2,366 | ) | (2,362 | ) | (3,631 | ) | (4,388 | ) |
7
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 | 6 | 25,000 | 124 | ||
| June 5, 2025 | Shares issued upon settlement of deferred consideration for Spin acquisition | 8 | 371,496 | 1,380 | ||
| June 30, 2025 | Exercise of FSO | 6 | 10,000 | 20 | ||
| June 30, 2025 | Balance | 25,449,478 | 133,253 | |||
| January 1, 2026 | Balance | 25,553,293 | 133,946 | |||
| February 2, 2026 | Exercise of DSU | 6 | 20,991 | 39 | ||
| April 30, 2026 | Exercise of RSU | 6 | 57,675 | 284 | ||
| June 30, 2026 | Balance | 25,631,959 | 134,269 |
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 | |
| June 30, 2025 | Balance | 979,048 | |
| January 1, 2026 | Balance | 979,048 | |
| June 30, 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 |
8
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| 5 | WARRANTS (CONTINUED) |
|---|
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.
| 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 | — | — | 144,529 | — | — | |||||||||||||||
| Exercised | — | — | — | (20,000 | ) | 2.30 | ||||||||||||||
| Forfeited / Cancelled | — | — | — | (5,029 | ) | 8.30 | ||||||||||||||
| Balance as at June 30, 2025 | **** | **** | 26,666 | **** | **** | **** | 280,000 | **** | **** | **** | 1,473,611 | **** | **** | **** | 1,577,317 | **** | **** | **** | 8.90 | **** |
| Balance as at January 1, 2026 | 26,666 | 100,000 | 1,567,359 | 877,176 | 9.71 | |||||||||||||||
| Granted | 145,543 | — | — | — | — | |||||||||||||||
| Exercised | (20,991 | ) | (100,000 | ) | — | — | — | |||||||||||||
| Expired | — | — | — | (41,552 | ) | 15.68 | ||||||||||||||
| Forfeited / Cancelled | — | — | (261,591 | ) | (31,567 | ) | 6.94 | |||||||||||||
| Balance as at June 30, 2026 | **** | **** | 151,218 | **** | **** | **** | — | **** | **** | **** | 1,305,768 | **** | **** | **** | 804,057 | **** | **** | **** | 9.51 | **** |
The following table summarizes information about the outstanding share options as at June 30, 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 | 8 | 4.68 | 20,000 | 4.68 | |||||
| 5.01 - 8.62 | 439,189 | 5 | 7.77 | 439,189 | 7.77 | |||||
| 8.63 - 15.00 | 344,868 | 5 | 12.00 | 344,868 | 12.00 | |||||
| 804,057 | 5 | 9.51 | 804,057 | 9.51 |
9
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 June 30, 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 | 9 | 4.68 | 10,000 | 4.68 | |||||
| 5.01 - 8.62 | 1,128,582 | 2 | 7.72 | 1,026,928 | 7.75 | |||||
| 8.63 - 15.00 | 427,183 | 5 | 12.11 | 427,173 | 12.11 | |||||
| 15.01 - 33.30 | 1,552 | 1 | 33.30 | 1,552 | 33.30 | |||||
| 1,577,317 | 3 | 8.90 | 1,465,653 | 9.02 |
Fixed Stock Options (“FSOs”)
During the three and six months ended June 30, 2026, no FSOs were granted (three and six months ended June 30, 2025: none).
During the three and six months ended June 30, 2026, no FSOs were exercised. During the three and six months ended June 30, 2025, 20,000 common shares of the Company were issued upon exercise of FSOs. Upon exercise of FSOs, for the three and six months ended June 30, 2025, EUR 94 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 and six months ended June 30, 2025, totaled EUR 50.
During the three and six months ended June 30, 2026, a share-based compensation charge of EUR 20 and EUR 46 (three and six months ended June 30, 2025: EUR 86 and EUR 184) 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 and six months ended June 30, 2026, 73,538 and 145,543 DSUs were granted (three and six months ended June 30, 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 and six months ended June 30, 2026, nil and 20,991 shares were issued upon settlement of DSUs (three and six months ended June 30, 2025: none). For the three and six months ended June 30, 2026, upon settlement of DSUs, EUR nil and EUR 39 (three and six months ended June 30, 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 FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
Deferred Share Units (“DSUs”) (continued)
During the three and six months ended June 30, 2026, a share-based compensation charge of EUR 113 and EUR 229 (three and six months ended June 30, 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 and six months ended June 30, 2026, no RSUs were granted (three and six months ended June 30, 2025: none).
During the three and six months ended June 30, 2026, 100,000 and 100,000 RSUs were exercised resulting in the issuance of 57,675 common shares, with 42,325 RSUs being withheld to cover associated taxes (three and six months ended June 30, 2025: none).
During the three and six months ended June 30, 2026, a share-based compensation charge of EUR nil and EUR 45 (three and six months ended June 30, 2025: EUR 64 and EUR 334) 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 and six months ended June 30, 2026, no SARs were granted (three and six months ended June 30, 2025: nil and 144,529).
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 | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| 2026 | 2025 | |||
| Total carrying amount of liabilities for SARs | 415 | 594 |
11
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
Share Appreciation Rights (“SARs”)Plan (continued)
The fair value of the SARs has been measured using the Black-Scholes valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.
The inputs used in the measurement of the fair values at the measurement date of the SARs were as follows:
| As at | As at | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| 2026 | 2025 | |||
| Expected dividend yield (%) | 0.00 | 0.00 | ||
| Expected share price volatility (%) | 59.22 - 63.53 | 63.31 - 66.00 | ||
| Risk-free interest rate (%) | 4.19 | 3.73 | ||
| Expected life of options (years) | 3.84 - 4.46 | 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 behavior.
During the three and six months ended June 30, 2026, a share-based compensation recovery of EUR 26 and EUR 175 (three and six months ended June 30, 2025: charge EUR 589 and EUR 1,067) 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 | 352 | |
| As at June 30, 2026 | 31,558 |
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 FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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% and 81%, 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 and six months ended June 30, 2025, an accretion expense of EUR 95 and EUR 168 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
During the three and six months ended June 30, 2025, a loss on remeasurement of deferred consideration of EUR nil and 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 FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 | 28 | ||
| Disposals | — | ||
| Effect of movement in exchange rates | 54 | ||
| Balance as at June 30, 2026 | 6,374 | ||
| 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 | 678 | ||
| Disposals | — | ||
| Modifications | 33 | ||
| Effect of movement in exchange rates | (2 | ) | |
| Balance as at June 30, 2026 | 3,026 | ||
| Carrying Amount | |||
| Balance as at December 31, 2025 | 3,975 | ||
| Balance as at June 30, 2026 | 3,348 |
During the three and six months ended June 30, 2026, depreciation expense of EUR 376 and EUR 678 was recognized within selling, general and administrative expenses (three and six months ended June 30, 2025: EUR 215 and EUR 429).
14
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 | 1,211 | 5,704 | — | — | — | 6,915 | ||||||||||||
| Effect of movement in exchange rates | 248 | 198 | 583 | 24 | 7 | 1,060 | ||||||||||||
| Balance as at June 30, 2026 | 22,515 | 50,446 | 24,158 | 2,125 | 293 | 99,537 | ||||||||||||
| 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 | 2,541 | 4,521 | 1,521 | — | — | 8,583 | ||||||||||||
| Effect of movement in exchange rates | 130 | 109 | 335 | 24 | 7 | 605 | ||||||||||||
| Balance as at June 30, 2026 | 16,251 | 36,617 | 15,059 | 2,125 | 277 | 70,329 | ||||||||||||
| Carrying Amount | ||||||||||||||||||
| Balance as at December 31, 2025 | 7,476 | 12,557 | 10,372 | — | 16 | 30,421 | ||||||||||||
| Balance as at June 30, 2026 | 6,264 | 13,829 | 9,099 | — | 16 | 29,208 |
During the three and six months ended June 30, 2026, amortization expense of EUR 4,404 and EUR 8,583 was recognized within selling, general and administrative expenses (three and six months ended June 30, 2025: EUR 4,635 and EUR 9,024).
11 TRADE AND OTHERRECEIVABLES
Trade and other receivables comprise:
| As at | As at | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| 2026 | 2025 | |||
| Trade receivables | 16,742 | 20,398 | ||
| Sales tax | 1,115 | 724 | ||
| Trade and other receivables | 17,857 | 21,122 |
15
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
11 TRADEAND OTHER RECEIVABLES (CONTINUED)
The following is an aging of the Company’s trade receivables:
| As at | As at | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Less than one month | 16,240 | 17,858 | ||||
| Between two and three months | 755 | 2,697 | ||||
| Greater than three months | 425 | 1,370 | ||||
| 17,420 | 21,925 | |||||
| Provision for expected credit losses | (678 | ) | (1,527 | ) | ||
| Trade receivables | 16,742 | 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 | (619 | ) |
| Net decrease in provision for doubtful debts | (230 | ) |
| Balance as at June 30, 2026 | 678 |
12 TRADE PAYABLESAND OTHER LIABILITIES
Trade payables and other liabilities comprises:
| As at | As at | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| 2026 | 2025 | |||
| Trade payables | 12,564 | 9,148 | ||
| Accrued liabilities | 11,211 | 16,300 | ||
| Other liabilities | 41 | 72 | ||
| Trade payables and other liabilities | 23,816 | 25,520 |
13 LEASE LIABILITIES
The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to six 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.
16
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13 LEASELIABILITIES (CONTINUED)
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:
| June 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Balance as at beginning of the period | 4,092 | 3,697 | ||||
| Additions | — | 1,683 | ||||
| Disposals | — | (62 | ) | |||
| Modifications | (26 | ) | 5 | |||
| Accretion of interests | 55 | 112 | ||||
| Payments | (687 | ) | (1,287 | ) | ||
| Effect of movement in exchange rates | 22 | (56 | ) | |||
| Balance as at end of period | 3,456 | 4,092 |
During the three and six months ended June 30, 2026, the Company recognized lease expense within selling, general and administrative expenses associated with leases with a term of less than twelve months and lease of low-value assets amounting to EUR 16 and EUR 35 (three and six months ended June 30, 2025: EUR 100 and EUR 148).
The maturity analysis of lease liabilities is disclosed below:
| June 30, 2026 | |||||
|---|---|---|---|---|---|
| Present value | Total | ||||
| of the minimum | minimum | ||||
| lease payments | lease payments | ||||
| Within 1 year | 1,402 | 1,466 | |||
| After 1 year but within 2 years | 1,338 | 1,446 | |||
| After 2 years but within 5 years | 716 | 1,066 | |||
| 3,456 | 3,978 | ||||
| Less: Total future interest expenses | (522 | ) | |||
| 3,456 |
17
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13 LEASELIABILITIES (CONTINUED)
The following are the amounts recognized in the interim unaudited condensed consolidated statement of loss and comprehensive loss:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||
| Amortization expense on right of use assets | 376 | 215 | 678 | 429 | ||||||
| (Gain) Loss on lease modification | (26 | ) | — | (56 | ) | 101 | ||||
| Interest expense on lease liabilities | 29 | 25 | 55 | 52 | ||||||
| Total amount recognized in profit or loss | 379 | 240 | 677 | 582 |
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 | — | 89 | 89 | ||||||
| Interest paid | — | (76 | ) | (76 | ) | ||||
| Repayment of principal | — | (679 | ) | (679 | ) | ||||
| Effect of foreign currency exchange rate | — | (37 | ) | (37 | ) | ||||
| Balance as at June 30, 2026 | — | 2,809 | 2,809 |
Promissory note
By the end of the year ended December 31, 2025, the Company fully repaid the USD 7.0m secured promissory note.
During the three and six months ended June 30, 2025, interest expense of EUR 104 and EUR 328 in respect of the promissory note was recognized within net interest expense and other financing charges.
18
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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.
Interest
During the three and six months ended June 30, 2026, interest expense of EUR 41 and EUR 89 in respect of the revolving credit facility was recognized within net interest expense and other financing charges (three and six months ended June 30, 2025: EUR nil).
Drawdowns
During the three and six months ended June 30, 2026, the Company did not make any additional drawdowns from the available revolving credit facility.
As at June 30, 2026, the Company had outstanding drawdowns totalling CAD 4.5m in CDN$ Term CORRA loans.
Repayments
During the three and six months ended June 30, 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 FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 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 ManagementPersonnel 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 June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Salaries and subcontractors | (531 | ) | (745 | ) | (972 | ) | (1,523 | ) | ||||
| Share based compensation | 287 | (427 | ) | (181 | ) | (1,051 | ) | |||||
| (244 | ) | (1,172 | ) | (1,153 | ) | (2,574 | ) |
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 financialposition
| As at | As at | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Accrued liabilities | (68 | ) | (382 | ) | ||
| Net related party payable | (68 | ) | (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 changesin equity
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Exercise of DSUs, RSUs and FSOs | ||||||
| Contributed surplus | (323 | ) | (87 | ) | ||
| Share capital | 323 | 124 | ||||
| Net movement in equity | — | 37 |
Interim unaudited condensed consolidated statements of cash flows
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Proceeds from exercise of options | — | — | — | 37 | ||||
| — | — | — | 37 |
20
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIALRISK MANAGEMENT
The financial instruments measured at amortized cost are summarized below:
Financial Assets
| Financial assets as subsequently | |||
|---|---|---|---|
| measured at amortized cost | |||
| June 30, | December 31, | ||
| 2026 | 2025 | ||
| Trade receivables | 16,742 | 20,398 | |
| Other assets | 405 | 405 |
Financial Liabilities
| Financial liabilities as subsequently | ||||
|---|---|---|---|---|
| measured at amortized cost | ||||
| June 30, | December 31, | |||
| 2026 | 2025 | |||
| Trade payables | 12,564 | 9,148 | ||
| Accrued liabilities | 11,211 | 16,300 | ||
| Other liabilities | 41 | 72 | ||
| Loans payable | 2,809 | 3,512 | ||
| 26,625 | 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.
| June 30, 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 | 3,308 | — | — | 3,308 | 6,658 | — | — | 6,658 |
| Financial liabilities | ||||||||
| Fair value through profit and loss: | ||||||||
| Share appreciation rights liability | — | 415 | — | 415 | — | 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 FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTSAND FINANCIAL RISK MANAGEMENT (CONTINUED)
Fair Value Hierarchy (continued)
During the three and six months ended June 30, 2026, a gain (loss) of EUR nil (three and six months ended June 30, 2025: EUR nil and a 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 and six months ended June 30, 2026, a share-based compensation recovery of EUR 26 and EUR 175 (three and six months ended June 30, 2025: charge of EUR 589 and EUR 1,067) 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 June 30, 2026:
| 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Trade payables and other liabilities | 23,816 | — | — | — | — | 23,816 | ||||||
| Lease obligations on right of use assets | 1,466 | 1,446 | 729 | 292 | 45 | 3,978 | ||||||
| Loans payable | 2,797 | — | — | — | — | 2,797 | ||||||
| Share appreciation rights liability | 2,481 | 1,307 | 131 | — | — | 3,919 | ||||||
| Other non-current liabilities | 4 | 11 | 53 | 10 | 518 | 596 | ||||||
| 30,564 | 2,764 | 913 | 302 | 563 | 35,106 |
22
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTSAND 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 transactions in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and losses 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 a 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 June 30, 2026:
| Aging (months) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | <1 | 1 - 3 | >3 | Total | ||||||||||
| Gross trade receivable | 11 | 16,240 | 755 | 425 | 17,420 | |||||||||
| Expected credit loss rate | 2 | % | 4 | % | 82 | % | 4 | % | ||||||
| Expected credit loss provision | 11 | 298 | 31 | 349 | 678 |
23
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTSAND FINANCIAL RISK MANAGEMENT (CONTINUED)
Credit risk (continued)
The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2025:
| Aging (months) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | <1 | 1 - 3 | >3 | Total | ||||||||||
| Gross trade receivable | 11 | 17,858 | 2,697 | 1,370 | 21,925 | |||||||||
| Expected credit loss rate | 1 | % | 4 | % | 85 | % | 7 | % | ||||||
| Expected credit loss provision | 11 | 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 and six months ended June 30, 2026, one customer (three and six months ended June 30, 2025: one customer) contributed more than 10% to the Company’s revenues. Aggregate revenues from this customer totaled EUR 3,877 and EUR 8,405 for the three and six months ended June 30, 2026 (three and six months ended June 30, 2025: EUR 4,436 and EUR 8,675).
As at June 30, 2026, no customer (December 31, 2025: none) constituted more than 10% to the Company’s accounts receivable. The Company continues to expand its customer base to reduce the concentration risk.
17 SUPPLEMENTARYCASH FLOW INFORMATION
Cash flows arising from changes in non-cash working capital are summarized below:
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| Cash flows arising from movement in: | 2026 | 2025 | ||||
| Trade and other receivables | 3,256 | (4,911 | ) | |||
| Prepaid expenses and other assets | (1,787 | ) | (1,517 | ) | ||
| Trade payables and other liabilities | (1,704 | ) | 6,393 | |||
| Changes in working capital | (235 | ) | (35 | ) |
During the three and six months ended June 30, 2026 and 2025, there were no significant non-cash transactions from investing and financing activities.
24
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
17 SUPPLEMENTARYCASH FLOW INFORMATION (CONTINUED)
During the three and six months ended June 30, 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:
| Six Months Ended June 30, 2026 | SIx Months Ended June 30, 2025 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash | Non-cash | Total | Cash | Non-cash | Total | |||||||||||||
| Interest and financing fees | (382 | ) | 31 | (351 | ) | (248 | ) | (210 | ) | (458 | ) | |||||||
| Foreign exchange gain | 190 | (35 | ) | 155 | — | 318 | 318 | |||||||||||
| Lease interest expense | — | (55 | ) | (55 | ) | — | (52 | ) | (52 | ) | ||||||||
| Accretion expense on deferred consideration | — | — | — | — | (168 | ) | (168 | ) | ||||||||||
| (192 | ) | (59 | ) | (251 | ) | (248 | ) | (112 | ) | (360 | ) |
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 June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Malta | 4,763 | 4,551 | 10,593 | 10,588 | ||||
| Netherlands | 3,895 | 6,350 | 8,380 | 10,285 | ||||
| Brazil | 2,526 | 2,102 | 5,390 | 4,714 | ||||
| United States | 2,038 | 3,043 | 4,536 | 4,836 | ||||
| Curaçao | 2,226 | 2,587 | 3,998 | 4,406 | ||||
| Belgium | 1,737 | 1,233 | 3,371 | 2,492 | ||||
| Croatia | 894 | 1,093 | 2,343 | 2,146 | ||||
| Marshall Islands | 791 | 1,550 | 1,929 | 3,750 | ||||
| Isle of Man | 948 | 171 | 1,757 | 1,373 | ||||
| Czech Republic | 903 | 875 | 1,731 | 1,801 | ||||
| Other | 2,171 | 2,524 | 4,516 | 5,193 | ||||
| Revenue | 22,892 | 26,079 | 48,544 | 51,584 |
This segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.
25
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
18 SEGMENT INFORMATION (CONTINUED)
Geography – Non-Current Assets
Non-current assets are held in the following jurisdictions:
| As at | As at | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| 2026 | 2025 | |||
| United States | 60,329 | 61,699 | ||
| Rest of the world | 5,590 | 5,965 | ||
| Non-current assets | 65,919 | 67,664 |
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 | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Income taxes payable | (351 | ) | (1,824 | ) | ||
| Deferred income tax liabilities | (421 | ) | (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 June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Current income taxes (recovery) expense | 549 | (490 | ) | 516 | 167 | |||||||
| Deferred income taxes recovery | (40 | ) | (43 | ) | (86 | ) | (86 | ) | ||||
| Total income taxes (recovery) expense | 509 | (533 | ) | 430 | 81 |
26
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
19 INCOME TAXES (CONTINUED)
There is no income tax expense recognized in other comprehensive loss.
| As at | As at | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Deferred tax assets | ||||||
| Lease obligations on right of use assets | 785 | 910 | ||||
| Non-capital losses carried forward | — | 32 | ||||
| Deferred tax liabilities | ||||||
| Goodwill and intangible assets | (421 | ) | (509 | ) | ||
| Right-of-use assets | (766 | ) | (910 | ) | ||
| Property and equipment | (19 | ) | (32 | ) | ||
| Deferred income tax liabilities | (421 | ) | (509 | ) |
The reasons for the difference between the actual tax charge for the period and the standard rate of Company tax applied to profits for the period are as follows:
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| Consolidated loss before income taxes | (3,631 | ) | (4,388 | ) | ||
| Effective tax rate | 27 | % | 27 | % | ||
| Effective income taxes recovery | (963 | ) | (1,163 | ) | ||
| Effect of tax rate in foreign jurisdictions | 483 | 610 | ||||
| Non-deductible and non-taxable items | 36 | 441 | ||||
| Change in tax benefits not recognized | 1,286 | 451 | ||||
| Adjustment of prior year tax payable | 51 | (258 | ) | |||
| Change in estimate for tax refunds in Malta | (463 | ) | — | |||
| Total income taxes expense | 430 | 81 |
20 CONTINGENTLIABILITIES
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.
27
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS
FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE30, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
21 SUBSEQUENT EVENTS
Drayton International transaction &private placement
On July 22, 2026, subsequent to the reporting date, the Company completed the acquisition of all of the issued and outstanding securities of Drayton (the “Transaction”).
The aggregate consideration of approximately EUR 7.69m (USD 9.0m) was satisfied entirely through the issuance of 4,500,000 common shares of the Company (the “Consideration Shares”). Certain former shareholders of Drayton who received Consideration Shares are also subject to a lock-up pursuant to which they may not sell, transfer, dispose of, or otherwise deal in their Consideration Shares for up to 24 months following closing of the Transaction, with 25% of the locked-up Consideration Shares released at 12, 15, 18 and 24 months following closing of the Transaction. The Company also holds rights of first offer and matching rights over each of Drayton's five portfolio studios that are not wholly-owned.
In connection with the completion of the Transaction, the release conditions under the Company's non-brokered private placement of 751,445 subscription receipts (the “Offering”), which were issued at a price of USD 1.73 per subscription receipt on June 19, 2026, were satisfied.
The subscription receipts were automatically exchanged, without further action or additional consideration, for an equal number of common shares and non-transferable common share purchase warrants of the Company. Each warrant is exercisable into one common share at an exercise price of USD 2.16 for 36 months from completion of the Transaction, subject to acceleration in certain circumstances. The Offering’s escrowed proceeds of approximately EUR 1.1m (approximately USD 1.3m) were released to the Company.
The Transaction will be accounted for as a business combination under IFRS 3. As it completed shortly before these financial statements were authorized for issue, the initial accounting is incomplete and the disclosures of amounts recognized required by IFRS 3 have not been presented.
Revolving credit facility renewal
On July 22, 2026, subsequent to the reporting date, the Company obtained the consent of its lender to the aforementioned Transaction and renewed its revolving credit facility (Note 14) for a further year on terms consistent with the existing arrangement.
Staff restructuring
On July 9, 2026, the Company announced a further set of organizational and operational measures, including a reduction of its global workforce. These measures, together with the restructuring announced on January 8, 2026, are expected to deliver additional annualized cash savings once fully implemented.
Together, these steps position the Company as a leaner, more focused organization concentrated on its core technology, content, and platform products, and better structured to capitalize on growth opportunities as the global iGaming industry continues to regulate and mature.
Exhibit 99.2

Bragg Gaming Group Inc.
MANAGEMENTDISCUSSION & ANALYSIS FOR THE three AND SIX-MONTH PERIOD
ENDEDJUNE 30, 2026
TABLE OF CONTENTS
MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIXMONTH PERIOD ENDED JUNE 30, 2026
| 1. | MANAGEMENT DISCUSSION & ANALYSIS | 2 |
|---|---|---|
| 2. | CAUTION REGARDING FORWARD-LOOKING STATEMENTS | 2 |
| 3. | LIMITATIONS OF KEY METRICS AND OTHER DATA | 3 |
| 4. | OVERVIEW OF 2Q26 | 4 |
| 5. | FINANCIAL RESULTS | 10 |
| 5.1 | Basis of financial discussion | 10 |
| 5.2 | Selected interim information | 11 |
| 5.3 | Other financial information | 11 |
| 5.4 | Selected financial information | 13 |
| 5.5 | Summary of quarterly results | 14 |
| 5.6 | Liquidity and capital resources | 14 |
| 5.7 | Cash flow summary | 15 |
| 6 | TRANSACTIONS BETWEEN RELATED PARTIES | 16 |
| 7 | DISCLOSURE OF OUTSTANDING SHARE DATA | 18 |
| 8 | CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS | 18 |
| 9 | CHANGES IN ACCOUNTING POLICY | 18 |
| 10 | MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING | 19 |
| 11 | ADDITIONAL INFORMATION | 19 |
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 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 and six months ended June 30, 2026 (“2Q26”). 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 and six months ended June 30, 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 not 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.
Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to August 13, 2026, the date the Company’s Board of Directors (the “Board”) approved this MD&A.
| 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 (including the Company’s strategic realignment and headcount reductions, the integration of acquired businesses and the Company’s ability to forecast and provide guidance for the combined business), 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.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 2 |
|---|
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.
This MD&A 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.
Shareholders and investors should not place undue reliance on forward-looking statements and FOFI as the plans, assumptions, intentions or expectations and projections upon which they are based might not occur. The forward-looking statements and FOFI contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements and FOFI in this MD&A describe the Company’s expectations and projections as of August 13, 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 KEY METRICS AND OTHER DATA |
|---|
The Company’s selected financial information is 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 “Other Financial Information” below. The Company continually seeks to improve its estimates of its active customer base and the level of customer activity, and such estimates may change due to improvements or changes in the Company’s methodology.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 3 |
|---|---|
| 4. | OVERVIEW OF 2Q26 |
| --- | --- |
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.
In July 2026, subsequent to the reporting date, the Company completed the acquisition of all of the issued and outstanding securities 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 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 monthsended June 30, 2026
The Company has continued to execute against its strategic objectives, reducing its headcount and streamlining its cost base to strengthen margins, while aiming to expand through the acquisition of Drayton.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 4 |
|---|
The Company has only one operating segment: B2B online gaming, and as at June 30, 2026 it derived 81% 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 June 30, 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.
Revenue
For the three months ended June 30, 2026, the Company’s revenue^1^ decreased from the same period in the previous year by 12% to EUR 22.9m (2Q25: EUR 26.1m), mainly driven by anticipated roll-off of legacy platform contracts in the Netherlands and lower revenue in other markets, reflecting regulatory and customer-specific factors.
Total game and content products revenue amounted to EUR 18.4m (2Q25: EUR 22.5m) and accounted for 81% (2Q25: 86%) of total revenues. The period-on-period decrease in this revenue stream primarily reflected changes in market dynamics and a continued shift by operators toward direct supplier integrations in certain markets.
Gross Profit and Gross Margin
Gross profit decreased compared to the same period in the previous year by 14% to EUR 11.8m (2Q25: EUR 13.7m) with gross margin decreasing by 98 bps to 52% (2Q25: 53%). The gross profit and gross profit margin decreases are primarily due to the aforementioned decrease in revenue.
Expenses
Selling, general and administrative expenses decreased compared to the same period in the previous year by 14% to EUR 13.8m (2Q25: EUR 16.1m) representing 60% of the total revenue (2Q25: 62%).
These changes in the quarter were driven by the following:
| (a) | Salaries and subcontractors decreased<br> by 9% on an underlying basis, driven by lower headcount and operational efficiencies. On<br> a reported basis, salaries and subcontractors remained flat at EUR 5.7m (2Q25: EUR 5.7m),<br> reflecting restructuring-related termination costs of EUR 0.4m incurred in 2Q26 and classified<br> as Exceptional costs outside of the Adjusted EBITDA. |
|---|---|
| (b) | Share based compensation costs decreased<br> by EUR 0.6m to EUR 0.1m (2Q25: EUR 0.7m). The decrease reflects a reduction in the fair value<br> of share appreciation rights awarded to the executive management on December 29, 2024,<br> primarily driven by lower share price at the end of the period. |
| --- | --- |
Total employee costs (including share-based compensation charge) decreased by EUR 0.7m to EUR 5.8m (2Q25: EUR 6.5m).
| (c) | Information technology and hosting<br> largely remained flat at EUR 1.5m (2Q25: EUR 1.4m), with spend being mainly on hosting and<br> security enhancements. |
|---|---|
| (d) | Professional fees increased by EUR<br> 0.5m to EUR 1.7m (2Q25: EUR 1.2m) generally comprising of audit and tax advisory, legal,<br> compliance, regulatory and licensing costs. The increase is mainly due to one-off M&A<br> transaction costs incurred in relation to Drayton, which have been classified as Exceptional<br> costs outside of the Adjusted EBITDA. |
| --- | --- |
^1^ Revenue includes group share in Game and content, platform fees and management and turnkey solutions.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 5 |
|---|---|
| (e) | Corporate costs increased by EUR 0.1m<br> to EUR 0.2m (2Q25: EUR 0.1m) which relate to costs incurred in connection with the Company’s<br> listing on the Nasdaq and TSX, as well as costs of investor and public relations activities<br> as part of the Company’s general corporate strategy. |
| --- | --- |
| (f) | Sales and marketing decreased by EUR<br> 0.2m to EUR 0.1m (2Q25: EUR 0.3m) primarily due to streamlining and scaling down on marketing<br> spend. |
| --- | --- |
| (g) | Bad debt expense was a credit of EUR<br> 1.0m (2Q25: expense of EUR 0.7m). The favorable swing compared to the same period in the<br> previous year is due to the release of historical provisions no longer required as well as<br> improved customer collections. |
| --- | --- |
| (h) | Other operational costs remained flat<br> at EUR 0.5m (2Q25: EUR 0.5m) mainly comprised of corporate insurance, rent, rates and utilities. |
| --- | --- |
Profitability
For the three months ended June 30, 2026, total operating loss amounted to EUR 1.9m (2Q25: operating loss of EUR 2.3m), a decrease of EUR 0.4m as a result of the decrease in selling, general and administrative expenses of EUR 2.3m, which was largely offset by the decrease in gross profit of EUR 1.9m.
The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 3.5m (2Q25: EUR 3.5m). However, Adjusted EBITDA Margin improved by 212 bps to 15% (2Q25: 13%). The margin improvement reflects a favorable period-over-period movement in bad debt expense following releases of historical provisions no longer required and reductions in compensation expenses as a result of headcount reductions carried out since the beginning of the fiscal year. 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.
Cash Flow
Cash flows generated from operating activities for the three months ended June 30, 2026 amounted to an inflow of EUR 4.1m (2Q25: EUR 2.6m) with the underlying operating performance decreasing to EUR 3.0m (2Q25: EUR 3.2m), offset by positive movement in working capital of EUR 1.3m and income taxes paid of EUR 0.2m (2Q25: negative movement in working capital of EUR 0.6m and income taxes paid of EUR nil).
Cash flows used in investing activities amounted to an outflow of EUR 3.5m (2Q25: EUR 3.9m), as a result of no further investments in associates (2Q25: EUR 0.2m) and lower spend on property and equipment of nearly EUR nil (2Q25: EUR 0.1m), with the investment in software development costs being static at EUR 3.5m when compared to the same period in the previous year.
Cash flows used in financing activities amounted to an outflow of EUR 0.6m (2Q25: EUR 4.6m), with the difference mainly due to the EUR 4.4m partial repayment of the promissory note in 2Q25.
Financial performance in the first half of2026
Revenue
The Company’s revenue for the six months ended June 30, 2026, decreased from the same period in the previous year by 6% to EUR 48.5m (six months ended June 30, 2025: EUR 51.6m). The Company’s period-on-period decrease in revenue is mainly driven by the anticipated roll-off of legacy platform contracts in the Netherlands and lower revenue in other markets, reflecting regulatory and customer-specific factors.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 6 |
|---|
Gross Profit and Gross Margin
Gross profit for the six months ended June 30, 2026, decreased from the same period in the previous year by 7% to EUR 26.1m (six months ended June 30, 2025: EUR 28.0m), with gross margin remaining relatively flat at 54% (six months ended June 30, 2025: 54%). The gross profit decrease is primarily due to the aforementioned decrease in revenue.
Expenses
Selling, general and administrative expenses decreased from the same period in the previous year by 8% to EUR 29.4m (six months ended June 30, 2025: EUR 31.9m) representing 61% of total revenue (six months ended June 30, 2025: 62%). The lower expenditure is mainly driven by the following decreases compared to the same period in the previous year: EUR 1.4m in share-based compensation, reflecting a lower fair value of share appreciation rights driven by the lower share price at the end of the period, and EUR 1.7m in bad debt expense due to releases of historical provisions no longer required as well as improved customer collections. Those decreases were partially offset by one-off M&A transaction costs incurred during the first half of 2026.
Profitability
The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 7.5m (six months ended June 30, 2025: EUR 7.5m), with Adjusted EBITDA Margin increasing by 91 bps to 16% (six months ended June 30, 2025: 15%). Operating loss amounted to EUR 3.4m (six months ended June 30, 2025: 4.0m), a decrease in loss of EUR 0.6m as a result of lower total employee costs and reduction in bad debt expense, largely offset by decrease in gross profit, as discussed in the previous sections. 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 expects that the group-wide strategic realignment and headcount reductions carried out during the six months ended June 30, 2026 will generate run-rate cost savings, with these initiatives focused on integration and optimization.
Cash Flow
Cash flows generated from operating activities for the six months ended June 30, 2026 amounted to an inflow of EUR 5.7m (six months ended June 30, 2025: EUR 7.1m) with the underlying operating performance amounting to EUR 6.5m (six months ended June 30, 2025: EUR 7.3m), coupled with net negative movement in working capital of EUR 0.2m and income taxes paid of EUR 0.6m (six months ended June 30, 2025: net negative movement in working capital of EUR 0.2m and income taxes paid of EUR nil).
Cash flows used in investing activities amounted to an outflow of EUR 7.0m (six months ended June 30, 2025: EUR 7.2m), mainly comprising of investment in software development costs.
Cash flows used in financing activities amounted to an outflow of EUR 1.7m (six months ended June 30, 2025: EUR 5.2m), with the difference mainly due to the EUR 4.4m partial repayment of the promissory note in the first half of 2025 and the EUR 0.7m partial repayment of the revolving credit facility in the first half of 2026.
Financial Position
Cash and cash equivalents as at June 30, 2026 amounted to EUR 3.3m (December 31, 2025: EUR 6.7m), a decrease of EUR 3.4m as a result of EUR 5.7m cash generated from operating activities, offset by EUR 7.0m used in investing activities, EUR 1.7m used in financing activities and EUR 0.4m of foreign exchange loss.
Trade and other receivables as at June 30, 2026 totalled EUR 17.9m (December 31, 2025: EUR 21.1m), with the decrease driven by revenue performance and improved cash collection.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 7 |
|---|
Trade payables and other liabilities as at June 30, 2026 decreased by EUR 1.7m to EUR 23.8m (December 31, 2025: EUR 25.5m), primarily driven by timing of payments.
Others
| · | Drayton Acquisition and Private Placement: On July 22, 2026, subsequent to the reporting<br> date, the Company completed the acquisition all of the issued and outstanding securities<br> of Drayton (the “Transaction”). |
|---|
The aggregate consideration of approximately EUR 7.69m (USD 9.0m) was satisfied entirely through the issuance of 4,500,000 common shares of the Company (the “Consideration Shares”). Certain former shareholders of Drayton who received Consideration Shares are also subject to a lock-up pursuant to which they may not sell, transfer, dispose of, or otherwise deal in their Consideration Shares for up to 24 months following closing of the Transaction, with 25% of the locked-up Consideration Shares released at 12, 15, 18 and 24 months following closing of the Transaction. The Company also holds rights of first offer and matching rights over each of Drayton's five portfolio studios that are not wholly-owned.
In connection with the completion of the Transaction, the release conditions under the Company's non-brokered private placement of 751,445 subscription receipts (the “Offering”), which were issued at a price of USD 1.73 per subscription receipt on June 19, 2026, were satisfied. The subscription receipts were automatically exchanged, without further action or additional consideration, for an equal number of common shares and non-transferable common share purchase warrants of the Company. Each warrant is exercisable into one common share at an exercise price of USD 2.16 for 36 months from completion of the Transaction, subject to acceleration in certain circumstances. The Offering’s escrowed proceeds of approximately EUR 1.1m (approximately USD 1.3m) were released to the Company.
The Transaction will be accounted for as a business combination under IFRS 3. As it completed shortly before the Interim Financial Statements were authorized for issue, the initial accounting is incomplete and the disclosures of amounts recognized required by IFRS 3 have not been presented.
| · | Financing:<br> During the six months ended June 30, 2026, the Company repaid EUR 0.7m of its outstanding<br> revolving credit facility, which is with a Tier One Canadian financial institution allowing<br> for withdrawal of a maximum aggregate amount of up to USD 6.0m. During the six months ended<br> June 30, 2026, the Company did not make any further draw downs from this available facility. |
|---|
On July 22, 2026, subsequent to the reporting date, the Company obtained the consent of its lender to the aforementioned Transaction and renewed the revolving credit facility for a further year on terms consistent with the existing arrangement.
| · | Share Capital: As of June 30, 2026, the number of issued and outstanding shares was 25,631,959<br> (December 31, 2025: 25,553,293), the number of outstanding awards from equity incentive<br> plans was 955,275 (December 31, 2025: 1,003,842), and the number of warrants issued<br> in connection with convertible debt was 979,048 (December 31, 2025: 979,048). |
|---|---|
| · | Employees:<br> As of June 30, 2026, the Company had 456 employees, contractors, and subcontractors<br> (June 30, 2025: 540) across Europe, North America, South America and India. |
| --- | --- |
On July 9, 2026, subsequent to the reporting date, the Company announced a further set of organizational and operational measures, including a reduction of approximately 19% of its global workforce. These measures are expected to deliver additional annualized cash savings of approximately EUR 6.0m once fully implemented, bringing total expected annualized cash savings to approximately EUR 10.5m when combined with the restructuring announced on January 8, 2026.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 8 |
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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 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) | Drayton Transaction |
|---|
In July 2026, the Company completed the acquisition of Drayton, a strategic transaction designed to accelerate Bragg's presence in the regulated U.S. sports betting and horse racing markets. Drayton brings established technology and operational capabilities in these verticals, along with equity interests in a portfolio of licensed gaming studios. These studio relationships broaden Bragg's access to proprietary game content and features, which the Company intends to integrate across its existing platform, Hub, and PAM infrastructure.
| 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. Bragg has successfully integrated with top-tier operators including FanDuel, DraftKings, Rush Street, Caesars and BetMGM and secured licenses in all key iGaming states. The Company expects further states to introduce regulatory frameworks for online casino operations in the coming years. The Company believes 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.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 9 |
|---|---|
| d) | Operational Excellence and Profitability |
| --- | --- |
Following the initial restructuring announced on January 8, 2026, the Company announced on July 9, 2026 (subsequent to the reporting date) a further reduction of approximately 19% to its global workforce. Together these measures are expected to yield approximately EUR 10.5m in annualized cash savings once fully implemented.
Outlook
The Company's previously disclosed fiscal 2026 revenue and Adjusted EBITDA guidance (the “2026 Guidance”) was prepared in respect of the Company’s operations on a standalone basis.
The Company completed the acquisition of Drayton on July 22, 2026 (see "Overview of 2Q26 – Financial performance in the first half of 2026 – Others – DraytonAcquisition and Private Placement" in this MD&A for more information on the Transaction). Integration planning is underway, and the Company has limited operating history for the combined business.
With the integration of Drayton into the Company's operations at the planning stage, management does not have a reasonable basis on which to forecast the combined business for the remainder of the fiscal year. The Company is therefore withdrawing its previously disclosed 2026 Guidance.
Prior to the withdrawal of guidance, and on a standalone basis excluding Drayton, the Company was tracking below the low end of the revenue range and at the low end of the Adjusted EBITDA range, in each case as implied by the 2026 Guidance, while tracking to the upper end of the Adjusted EBITDA Margin range.
Management's focus is on integrating and optimizing the combined business, including aligning the product and technology roadmap, realizing identified efficiencies, and establishing the go-forward operating model and cost base.
| 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.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 10 |
|---|---|
| 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 | Six Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||||||
| EUR 000 | 2026 | 2025 | 2026 | 2025 | ||||||||
| Revenue | 22,892 | 26,079 | 48,544 | 51,584 | ||||||||
| Net Loss | (2,875 | ) | (1,829 | ) | (4,061 | ) | (4,469 | ) | ||||
| EBITDA | 2,952 | 2,621 | 6,196 | 5,661 | ||||||||
| Adjusted EBITDA | 3,522 | 3,459 | 7,538 | 7,543 | ||||||||
| Basic Loss Per Share | (0.11 | ) | (0.07 | ) | (0.16 | ) | (0.18 | ) | ||||
| Diluted Loss Per Share | (0.11 | ) | (0.07 | ) | (0.16 | ) | (0.18 | ) | ||||
| As at | As at | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| June 30, | December 31, | |||||||||||
| 2026 | 2025 | |||||||||||
| Total assets | 91,363 | 99,349 | ||||||||||
| Total non-current liabilities | 3,198 | 3,953 | ||||||||||
| Dividends paid | nil | nil |
As at June 30, 2026, non-current financial liabilities primarily consist of EUR 2.1m 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 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.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 11 |
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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.
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 June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | 2026 | 2025 | ||||||||
| Net Loss | (2,875 | ) | (1,829 | ) | (4,061 | ) | (4,469 | ) | ||||
| Income taxes (recovery) expense | 509 | (533 | ) | 430 | 81 | |||||||
| Loss Before Income Taxes | (2,366 | ) | (2,362 | ) | (3,631 | ) | (4,388 | ) | ||||
| Net interest expense and other financing charges | 425 | 14 | 251 | 360 | ||||||||
| Depreciation and amortization | 4,893 | 4,969 | 9,576 | 9,689 | ||||||||
| EBITDA | 2,952 | 2,621 | 6,196 | 5,661 | ||||||||
| Depreciation of right-of-use assets | (376 | ) | (215 | ) | (678 | ) | (429 | ) | ||||
| Lease interest expense | (29 | ) | (25 | ) | (55 | ) | (52 | ) | ||||
| Gain on lease modification | (26 | ) | — | (56 | ) | (101 | ) | |||||
| Share based compensation | 107 | 739 | 145 | 1,585 | ||||||||
| Transaction and acquisition costs | — | — | 40 | — | ||||||||
| Exceptional costs | 895 | 339 | 1,951 | 722 | ||||||||
| Gain on disposal of tangible assets | (1 | ) | — | (5 | ) | — | ||||||
| Loss on remeasurement of deferred consideration | — | — | — | 157 | ||||||||
| Adjusted EBITDA | 3,522 | 3,459 | 7,538 | 7,543 |
Exceptional costs during the three and six months ended June 30, 2026 amounted to EUR 0.9m and EUR 2.0m mainly relating to M&A transaction costs incurred in relation to the Drayton transaction and restructuring-related termination costs.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 12 |
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Exceptional costs in the three and six months ended June 30, 2025 amounted to EUR 0.3m and EUR 0.7m relating to legal and professional costs associated with non-recurring corporate and regulatory matters, and employee retention incentives.
Loss on remeasurement of deferred consideration during the six months ended June 30, 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 5, 2025, with the issuance of 371,496 shares.
| 5.4 | SELECTED FINANCIAL INFORMATION |
|---|
Selected financial information is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | 2024 | 2026 | 2025 | 2024 | ||||||||||||
| Revenue | 22,892 | 26,079 | 24,861 | 48,544 | 51,584 | 48,672 | ||||||||||||
| Operating Loss | (1,941 | ) | (2,348 | ) | (1,215 | ) | (3,380 | ) | (4,028 | ) | (2,483 | ) | ||||||
| EBITDA | 2,952 | 2,621 | 2,779 | 6,196 | 5,661 | 5,388 | ||||||||||||
| Adjusted EBITDA | 3,522 | 3,459 | 3,615 | 7,538 | 7,543 | 7,026 | ||||||||||||
| As at | As at | |||||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||||
| June 30, | December 31, | |||||||||||||||||
| 2026 | 2025 | |||||||||||||||||
| Total assets | 91,363 | 99,349 | ||||||||||||||||
| Total liabilities | 31,864 | 36,647 |
TRADE AND OTHER RECEIVABLES
| As at | As at | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| EUR 000 | 2026 | 2025 | ||
| Trade receivables | 16,742 | 20,398 | ||
| Sales tax | 1,115 | 724 | ||
| Trade and other receivables | 17,857 | 21,122 |
The following is an aging of the Company’s trade receivables:
| As at | As at | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| EUR 000 | 2026 | 2025 | ||||
| Less than one month | 16,240 | 17,858 | ||||
| Between two and three months | 755 | 2,697 | ||||
| Greater than three months | 425 | 1,370 | ||||
| 17,420 | 21,925 | |||||
| Provision for expected credit losses | (678 | ) | (1,527 | ) | ||
| Trade receivables | 16,742 | 20,398 | ||||
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 13 | |||||
| --- | --- |
TRADE PAYABLES AND OTHER LIABILITIES
| As at | As at | |||
|---|---|---|---|---|
| June 30, | December 31, | |||
| EUR 000 | 2026 | 2025 | ||
| Trade payables | 12,564 | 9,148 | ||
| Accrued liabilities | 11,211 | 16,300 | ||
| Other liabilities | 41 | 72 | ||
| Trade payables and other liabilities | 23,816 | 25,520 | ||
| 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 | 2Q26 | 1Q26 | 4Q25 | 3Q25 | 2Q25 | 1Q25 | 4Q24 | 3Q24 | ||||||||||||||||
| Revenue | 22,892 | 25,652 | 27,686 | 26,804 | 26,079 | 25,505 | 27,160 | 26,169 | ||||||||||||||||
| Operating loss | (1,941 | ) | (1,439 | ) | (88 | ) | (1,202 | ) | (2,348 | ) | (1,680 | ) | (654 | ) | (406 | ) | ||||||||
| EBITDA | 2,952 | 3,244 | 4,419 | 4,027 | 2,621 | 3,040 | 4,039 | 3,924 | ||||||||||||||||
| Adjusted EBITDA | 3,522 | 4,016 | 4,561 | 4,445 | 3,459 | 4,084 | 4,682 | 4,083 | ||||||||||||||||
| Loss per share — Basic | (0.11 | ) | (0.05 | ) | (0.05 | ) | (0.09 | ) | (0.07 | ) | (0.11 | ) | (0.03 | ) | (0.01 | ) | ||||||||
| Loss per share — Diluted | (0.11 | ) | (0.05 | ) | (0.05 | ) | (0.09 | ) | (0.07 | ) | (0.11 | ) | (0.03 | ) | (0.01 | ) | ||||||||
| 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 and six months ended June 30, 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 drawdown balance on this facility is CAD 4.5m in CDN$ Term CORRA loans as at June 30, 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 | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| EUR 000 | 2026 | 2025 | ||||
| Cash and cash equivalents | 3,308 | 6,658 | ||||
| Trade and other receivables | 17,857 | 21,122 | ||||
| Prepaid expenses and other assets | 4,279 | 3,905 | ||||
| Current liabilities excluding loans payable | (25,857 | ) | (29,182 | ) | ||
| Net working capital | (413 | ) | 2,503 | |||
| Loans payable | (2,809 | ) | (3,512 | ) | ||
| Net current assets | (3,222 | ) | (1,009 | ) | ||
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 14 | |||||
| --- | --- |
The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at June 30, 2026 are below:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Trade payables and other liabilities | 23,816 | — | — | — | — | — | 23,816 | |||||||
| Lease obligations on right of use assets | 1,466 | 1,446 | 729 | 292 | 45 | — | 3,978 | |||||||
| Loans payable | 2,797 | — | — | — | — | — | 2,797 | |||||||
| Share appreciation rights liability | 2,481 | 1,307 | 131 | — | — | — | 3,919 | |||||||
| Other non-current liabilities | 4 | 11 | 53 | 10 | 14 | 504 | 596 | |||||||
| 30,564 | 2,764 | 913 | 302 | 59 | 504 | 35,106 |
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:
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | ||||
| Operating activities | 5,728 | 7,074 | ||||
| Investing activities | (6,962 | ) | (7,201 | ) | ||
| Financing activities | (1,748 | ) | (5,178 | ) | ||
| Effect of foreign exchange | (368 | ) | (920 | ) | ||
| Net cash flow | (3,350 | ) | (6,225 | ) | ||
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 15 | |||||
| --- | --- |
Cash flows used in investing activities are primarily due to additions to intangible assets of EUR 6.9m (six months ended June 30, 2025: EUR 6.4m).
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | ||||
| Purchases of property and equipment | (47 | ) | (219 | ) | ||
| Additions of intangible assets | (6,915 | ) | (6,407 | ) | ||
| Loan receivables | — | (375 | ) | |||
| Investment in associates | — | (200 | ) | |||
| Cash flows used in investing activities | (6,962 | ) | (7,201 | ) |
Cash flows used in financing activities amounted to an outflow of EUR 1.7m (six months ended June 30, 2025: EUR 5.2m), with the difference mainly due to the EUR 4.4m partial repayment of the promissory note in the first half of 2025 and the EUR 0.7m partial repayment of the revolving credit facility in the first half of 2026.
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | ||||
| Proceeds from exercise of stock options | — | 50 | ||||
| Repayment of lease liability | (687 | ) | (570 | ) | ||
| Repayment of loans payable | (679 | ) | (4,410 | ) | ||
| Interest and financing fees | (382 | ) | (248 | ) | ||
| Cash flows used in financing activities | (1,748 | ) | (5,178 | ) |
There have been no significant non-cash transactions from investing and 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.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 16 |
|---|
Key Management Personnel
The Company’s key management personnel are comprised of members of the Board and the executive team.
Transactions with Shareholders, Key ManagementPersonnel 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 June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Salaries and subcontractors | (531 | ) | (745 | ) | (972 | ) | (1,523 | ) | ||||
| Share based compensation | 287 | (427 | ) | (181 | ) | (1,051 | ) | |||||
| (244 | ) | (1,172 | ) | (1,153 | ) | (2,574 | ) |
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 | ||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Accrued liabilities | (68 | ) | (382 | ) | ||
| Net related party payable | (68 | ) | (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 | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||||
| Exercise of DSUs, RSUs and FSOs | ||||||||
| Contributed surplus | (323 | ) | (87 | ) | ||||
| Share capital | 323 | 124 | ||||||
| Net movement in equity | — | 37 | ||||||
| Interim unaudited condensed consolidated statements of cash flows | Three Months Ended June 30, | Six Months Ended June 30, | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2026 | 2025 | 2026 | 2025 | |||||
| Proceeds from exercise of options | — | — | — | 37 | ||||
| — | — | — | 37 | |||||
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 17 | |||||||
| --- | --- | |||||||
| 7 | DISCLOSURE OF OUTSTANDING SHARE DATA | |||||||
| --- | --- |
The number of equity-based instruments granted or issued may be summarized as follows:
| June 30, | August 13, | |||
|---|---|---|---|---|
| 2026 | 2026 | |||
| Common Shares | 25,631,959 | 31,063,404 | ||
| Warrants | 979,048 | 1,730,493 | ||
| Fixed Stock Options | 804,057 | 738,473 | ||
| Deferred Share Units | 151,218 | 179,096 | ||
| 27,566,282 | 33,711,466 | |||
| 8 | CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS | |||
| --- | --- |
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.
| Bragg Gaming Group Inc.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 18 |
|---|---|
| 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 and six months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. The Company continues to review and improve its 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.<br><br>Management Discussion & Analysis<br><br>June 30, 2026 | 19 |
|---|
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Matevž Mazij, Chief Executive Officer of BraggGaming Group Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of<br>Bragg Gaming Group Inc. (the “issuer”) for the interim period ended June 30, 2026. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>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<br>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<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>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<br>disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National<br>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<br>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<br>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<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>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<br>ICFR is the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission<br>(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<br>in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and<br>ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s<br>ICFR. |
| --- | --- |
| Date: | August 13, 2026 |
| --- | --- |
| /s/ 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 and Secretary 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<br>Bragg Gaming Group Inc. (the “issuer”) for the interim period ended June 30, 2026. |
|---|---|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br>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<br>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<br>the other financial information included in the interim filings fairly present in all material respects the financial condition, financial<br>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<br>disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National<br>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<br>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<br>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<br>under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation;<br>and |
| --- | --- |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial<br>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<br>ICFR is the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission<br>(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<br>in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and<br>ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s<br>ICFR. |
| --- | --- |
| Date: | August 13, 2026. |
| --- | --- |
| /s/ Robert Bressler | |
| --- | |
| Robert Bressler | |
| Chief Financial Officer and Secretary |
Exhibit 99.5

Bragg Gaming Group Reports Second Quarter 2026Financial Results
TORONTO, August 13, 2026 –- (BUSINESS WIRE) -- 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 second quarter of 2026.
Second Quarter 2026 Financial Highlights
| ● | Revenue: Total quarterly revenue of EUR 22.9m (USD 26.1m)^1^<br>in the second quarter, a decrease of 12% from EUR 26.1m (USD 30.6m) in the second quarter of 2025: |
|---|---|
| o | The Netherlands revenue declined 14% year-over-year, reflecting the anticipated<br>roll-off of legacy platform contracts following customer migrations; |
| --- | --- |
| o | Revenue from proprietary content deployed in Canada and the United States<br>grew 44% year-over-year, and 25% from 1Q26; and |
| --- | --- |
| o | Brazil revenue was flat compared to the second quarter of 2025, as certain<br>operators moved to direct supplier integrations. |
| --- | --- |
| ● | Operating Loss, Net Loss and Adjusted EBITDA^2^ |
| --- | --- |
| o | Operating loss for the second quarter was EUR 1.9m (USD 2.2m), a EUR 0.4m<br>(USD 0.5m) improvement from an operating loss of EUR 2.3m (USD 2.7m) in the same period of 2025, as reduced operating expenses more than<br>offset the impact of lower revenue on gross profit; |
| --- | --- |
| o | Net loss for the second quarter was EUR 2.9m (USD 3.3m), or EUR 0.11 (USD<br>0.13) per common share, compared to EUR 1.8m (USD 2.1m), or EUR 0.07 (USD 0.08) per common share, in the same period of 2025; and |
| --- | --- |
| o | Adjusted EBITDA was EUR 3.5m (USD 4.0m), flat compared to the second quarter of 2025, representing an Adjusted EBITDA Margin^3^ of 15% compared to 13% in the second quarter of 2025. Adjusted EBITDA remained broadly flat despite lower revenue, resulting in a 212-basis-point expansion in margin. This was driven by compensation savings from headcount reductions implemented since the beginning of the fiscal year and a favorable period-over-period change in bad debt provisions. |
| --- | --- |
^1^ Results converted from EUR to USD assume an exchange rate of 1.1394 for the three-month period ending June 30, 2026, and assume an exchange rate of 1.1720 for the three-month period ending June 30, 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 “Other Financial Information” below.
Second Quarter 2026 and Recent Business Highlights
| ● | Expanded Operator Relationships in Europe: Signed a definitive agreement with leading Belgian operator<br>711 to power its new online sportsbook, integrating Kambi’s Turnkey Sportsbook and bragg’s Fuze™ engagement toolset,<br>and supported Super Technologies’ entry into the regulated Greek market through its Superbet brand with RGS games and HUB aggregation. |
|---|---|
| ● | Announced Further Restructuring: On July 9, 2026, announced a further reduction of approximately<br>19% in its global workforce, expected to deliver approximately EUR 6.0m (USD 6.8m) in incremental annualized cash savings and bringing<br>total expected annualized savings to approximately EUR 10.5m (USD 12.0m) together with the restructuring announced on January 8,<br>2026. |
| --- | --- |
| ● | Entered the Alberta Market: On July 13, 2026, subsequent to quarter end, went live in the<br>newly regulated Alberta igaming market at market opening, with multiple operators. More than 80 bragg titles are available to players<br>in the province. |
| --- | --- |
| ● | Completed the Acquisition of Drayton International: On July 22, 2026, subsequent to quarter<br>end, completed the acquisition of Drayton International ("Drayton"), a diversified gaming technology and content platform, for<br>USD 9.0m satisfied entirely in shares. |
| --- | --- |
| ● | Appointed Matt Davey as Non-Executive Chairman: Matt Davey, Founder and Chairman of Tekkorp Capital<br>and previously the builder of NYX Gaming Group, became Non-Executive Chairman on closing of the Drayton transaction and holds approximately<br>10% of bragg’s outstanding shares. |
| --- | --- |
| ● | Completed Private Placement and Renewed Revolving Credit Facility: All 751,445 subscription receipts issued at USD 1.73 converted into common shares and warrants on closing of the Drayton transaction, releasing approximately EUR 1.1m (USD 1.3m) of escrowed funds. Subscribers included bragg’s Chief Financial Officer, Chief Operating Officer, director Thomas Winter and Non-Executive Chairman Matt Davey. The Company also renewed its revolving credit facility with a Tier One Canadian financial institution for a further year on terms consistent with the existing arrangement. |
| --- | --- |
Matevž Mazij, Chief Executive Officer of bragg, commented, “In the second quarter, we continued to execute on our strategy with a focus on profitability and disciplined cost management. Despite lower revenue, Adjusted EBITDA remained broadly flat and Adjusted EBITDA Margin expanded, supported by continued progress in reducing our cost base.”
“Since quarter end we closed the Drayton transaction, satisfied entirely in shares, and announced a further workforce reduction. Integrating Drayton is our primary focus for the remainder of the year. That work is underway across content and technology and remains at an early stage. Together with Matt Davey joining as Non-Executive Chairman, our direction is unchanged: a games-first strategy on a lower cost base.”
Matt Davey, incoming Non-Executive Chairman of bragg, commented, "I have invested in bragg because the underlying assets are genuinely valuable — proprietary content growing strongly in North America, proven platform technology, and a licensed footprint across more than 30 regulated markets that took years to build and cannot be quickly replicated. That value is not yet reflected in the Company's financial results and closing that gap will require real change in how the business is structured and operates. The sequence is clear: strengthen the balance sheet, simplify the operating model to a sustainably lower cash cost base, and then accelerate investment in product and distribution. The restructuring executed this year is a start, not a destination. Progress will be measured in cash generation in the short term, and revenue growth over time, and the Board will hold the business to that standard. As a significant investor in the Company, my interests are fully aligned with those of all shareholders and I look forward to reporting progress on our objectives over the coming quarters.”
Board Changes
The Company also announced that Donald Robertson has resigned from the Board of Directors, effective August 13, 2026. Jordan Gnat has been appointed to the Board with effect from the same date.
Mr. Gnat is a senior executive and investor with over 30 years of leadership experience, including more than 20 years in the global gaming, sports and media industries. He is Co-Founder and Managing Partner of Boardwalk Capital, a lower middle market private equity firm, and was previously founder and Chief Executive Officer of Playmaker Capital Inc., a digital sports media business sold to Better Collective A/S in February 2024. He has also held senior roles at FOX Bet, The Stars Group and Scientific Games, and served as President and Chief Executive Officer of Boardwalk Gaming and Entertainment. Mr. Gnat is a director of Think Research Corporation, Sandhills Gaming Corp., Omnigame A/S and Twin Pines Entertainment, and a member of the board of the Hospital for Sick Children Foundation.
Mr. Gnat participated in the Company's recent private placement and is a shareholder of bragg.
Commenting on the change, Matt Davey, Non-Executive Chairman of bragg, said, "On behalf of the Board, I would like to thank Donald Robertson for his service and for his contribution to bragg through a demanding period, and to wish him well. We are pleased to welcome Jordan Gnat. Jordan has spent more than 30 years building and scaling businesses as an operator and an investor, most recently taking Playmaker Capital from launch to a successful exit. His expertise and track record further strengthen a Board well equipped to support the combined business."
Withdrawal of 2026 Outlook
The Company's previously disclosed fiscal 2026 revenue and Adjusted EBITDA guidance (the “2026 Guidance”) was prepared in respect of the Company’s operations on a standalone basis.
The Company completed the acquisition of Drayton on July 22, 2026 (see "Overview of 2Q26 – Financial performance in the first half of 2026 – Others – Drayton Acquisition and Private Placement" in the Company’s Management Discussion and Analysis (“MD&A”) for the quarter ended June 30, 2026). Integration planning is underway, and the Company has limited operating history for the combined business.
With the integration of Drayton into the Company's operations at the planning stage, management does not have a reasonable basis on which to forecast the combined business for the remainder of the fiscal year. The Company is therefore withdrawing its previously disclosed 2026 Guidance.
Prior to the withdrawal of guidance, and on a standalone basis excluding Drayton, the Company was tracking below the low end of the revenue range and at the low end of the Adjusted EBITDA range, in each case as implied by the 2026 Guidance, while tracking to the upper end of the Adjusted EBITDA Margin range.
Management's focus is on integrating and optimizing the combined business, including aligning the product and technology roadmap, realizing identified efficiencies, and establishing the go-forward operating model and cost base.
Investor Conference Call
The Company will host a conference call today at 8:30 a.m. Eastern Time, during which Bragg Chief Executive Officer, Matevž Mazij, and Chief Financial Officer, Robert Bressler, will discuss the Company’s financial results and provide a business update.
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 live call by telephone, please use the below dial-in information:
Participant Dial-In Numbers
International / United States Toll: +1 626 884 3620
United States Toll-Free: +1 833 461 5787
Canada Toll-Free: +1 833 769 6440
Canada Toll: +1 365 657 4084
United Kingdom Toll: +44 117 389 0104
United Kingdom Toll-Free: +44 808 196 8935
Conference ID: 781376648
The call will also be broadcast live and archived in the Investors section of the Company’s website, at: https://investors.bragg.group/events-and-presentations/events/default.aspx
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<br>bragg by partner studios. |
|---|---|
| ● | fuze™: Real-time behavioral intelligence that maps player journeys to reduce churn and maximize<br>lifetime value. |
| --- | --- |
| ● | bragg hub: A single integration aggregating the industry's best games from bragg’s premium in-house<br>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.
Caution Regarding Forward-Looking Statements
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 (including the Company’s strategic realignment and headcount reductions, the integration of acquired businesses and the Company’s ability to forecast and provide guidance for the combined business), 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 and FOFI as the plans, assumptions, intentions or expectations and projections upon which they are based might not occur. The forward-looking statements and FOFI contained in this news release are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements and FOFI in this news release describe the Company’s expectations and projections as of August 13, 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.
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 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 MD&A for the quarter ended June 30, 2026.
Future Oriented Financial Information
This news release 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.
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For further information:
Robert Bressler
Chief Financial Officer
Bragg Gaming Group Inc.
+1 (647)-480-1591
Financial tables follow:
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF LOSS AND COMPREHENSIVE LOSS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHAREAND PER SHARE AMOUNTS)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||
| Revenue | 22,892 | 26,079 | 48,544 | 51,584 | ||||||||
| Cost of revenue | (11,053 | ) | (12,336 | ) | (22,478 | ) | (23,557 | ) | ||||
| Gross Profit | 11,839 | 13,743 | 26,066 | 28,027 | ||||||||
| Selling, general and administrative expenses | (13,780 | ) | (16,091 | ) | (29,446 | ) | (31,898 | ) | ||||
| Loss on remeasurement of deferred consideration | — | — | — | (157 | ) | |||||||
| Operating Loss | (1,941 | ) | (2,348 | ) | (3,380 | ) | (4,028 | ) | ||||
| Net interest expense and other financing charges | (425 | ) | (14 | ) | (251 | ) | (360 | ) | ||||
| Loss Before Income Taxes | (2,366 | ) | (2,362 | ) | (3,631 | ) | (4,388 | ) | ||||
| Income taxes recovery (expense) | (509 | ) | 533 | (430 | ) | (81 | ) | |||||
| Net Loss | (2,875 | ) | (1,829 | ) | (4,061 | ) | (4,469 | ) | ||||
| Items to be reclassified to net loss: | ||||||||||||
| Cumulative translation adjustment | 308 | (2,680 | ) | 609 | (4,103 | ) | ||||||
| Net Comprehensive Loss | (2,567 | ) | (4,509 | ) | (3,452 | ) | (8,572 | ) | ||||
| Basic Loss Per Share | (0.11 | ) | (0.07 | ) | (0.16 | ) | (0.18 | ) | ||||
| Diluted Loss Per Share | (0.11 | ) | (0.07 | ) | (0.16 | ) | (0.18 | ) | ||||
| Millions | Millions | Millions | Millions | |||||||||
| Weighted average number of shares - basic | 25.6 | 25.2 | 25.6 | 25.1 | ||||||||
| Weighted average number of shares - diluted | 25.6 | 25.2 | 25.6 | 25.1 |
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF FINANCIAL POSITION PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| As at | As at | |||||
|---|---|---|---|---|---|---|
| June 30, | December 31, | |||||
| 2026 | 2025 | |||||
| Cash and cash equivalents | 3,308 | 6,658 | ||||
| Trade and other receivables | 17,857 | 21,122 | ||||
| Prepaid expenses and other assets | 4,279 | 3,905 | ||||
| Total Current Assets | 25,444 | 31,685 | ||||
| Property and equipment | 972 | 1,198 | ||||
| Right-of-use assets | 3,348 | 3,975 | ||||
| Intangible assets | 29,208 | 30,421 | ||||
| Goodwill | 31,558 | 31,206 | ||||
| Investments in associates | 428 | 459 | ||||
| Other assets | 405 | 405 | ||||
| Total Assets | 91,363 | 99,349 | ||||
| Trade payables and other liabilities | 23,816 | 25,520 | ||||
| Income taxes payable | 351 | 1,824 | ||||
| Lease obligations on right of use assets | 1,378 | 1,367 | ||||
| Share appreciation rights liability | 312 | 471 | ||||
| Loans payable | 2,809 | 3,512 | ||||
| Total Current Liabilities | 28,666 | 32,694 | ||||
| Deferred income tax liabilities | 421 | 509 | ||||
| Lease obligations on right of use assets | 2,078 | 2,725 | ||||
| Share appreciation rights liability | 103 | 123 | ||||
| Other non-current liabilities | 596 | 596 | ||||
| Total Liabilities | 31,864 | 36,647 | ||||
| Share capital | 134,269 | 133,946 | ||||
| Contributed surplus | 17,670 | 17,673 | ||||
| Accumulated deficit | (93,593 | ) | (89,461 | ) | ||
| Accumulated other comprehensive income | 1,153 | 544 | ||||
| Total Equity | 59,499 | 62,702 | ||||
| Total Liabilities and Equity | 91,363 | 99,349 |
BRAGG GAMING GROUP INC.
UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAPMEASURES
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHAREAND PER SHARE AMOUNTS)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | 2026 | 2025 | ||||||||
| Revenue | 22,892 | 26,079 | 48,544 | 51,584 | ||||||||
| Operating Loss | (1,941 | ) | (2,348 | ) | (3,380 | ) | (4,028 | ) | ||||
| EBITDA | 2,952 | 2,621 | 6,196 | 5,661 | ||||||||
| Adjusted EBITDA | 3,522 | 3,459 | 7,538 | 7,543 |
BRAGG GAMING GROUP INC.
RECONCILIATION OF OPERATING LOSS TO EBITDAAND ADJUSTED EBITDA
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHAREAND PER SHARE AMOUNTS)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR 000 | 2026 | 2025 | 2026 | 2025 | ||||||||
| Net Loss | (2,875 | ) | (1,829 | ) | (4,061 | ) | (4,469 | ) | ||||
| Income taxes (recovery) expense | 509 | (533 | ) | 430 | 81 | |||||||
| Loss Before Income Taxes | (2,366 | ) | (2,362 | ) | (3,631 | ) | (4,388 | ) | ||||
| Net interest expense and other financing charges | 425 | 14 | 251 | 360 | ||||||||
| Depreciation and amortization | 4,893 | 4,969 | 9,576 | 9,689 | ||||||||
| EBITDA | 2,952 | 2,621 | 6,196 | 5,661 | ||||||||
| Depreciation of right-of-use assets | (376 | ) | (215 | ) | (678 | ) | (429 | ) | ||||
| Lease interest expense | (29 | ) | (25 | ) | (55 | ) | (52 | ) | ||||
| Gain on lease modification | (26 | ) | — | (56 | ) | (101 | ) | |||||
| Share based compensation | 107 | 739 | 145 | 1,585 | ||||||||
| Transaction and acquisition costs | — | — | 40 | — | ||||||||
| Exceptional costs | 895 | 339 | 1,951 | 722 | ||||||||
| Gain on disposal of tangible assets | (1 | ) | — | (5 | ) | — | ||||||
| Loss on remeasurement of deferred consideration | — | — | — | 157 | ||||||||
| Adjusted EBITDA | 3,522 | 3,459 | 7,538 | 7,543 |