6-K - BRAG - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934  For the month of August 2022  Commission File Number: 001-40759 Bragg Gaming Group Inc. (Translation of registrant's name into English) 130 King Street West, Suite 1955 Toronto, Ontario M5X 1E3 Canada (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨ Form 40-F þ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨ Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. ****

INCORPORATION BY REFERENCE

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

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit	Description
99.1	Bragg Gaming Group Inc. - Interim unaudited condensed consolidated Financial Statements – Three- and six-month period ended June 30, 2022
99.2	Management discussion & analysis for the three- and six month period ended June 30, 2022
99.3	Certification of Interim Filings - CEO
99.4	Certification of Interim Filings - CFO
99.5	News release, dated August 9, 2022

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 9, 2022
	By:	/s/ Yaniv Spielberg
	Name: Yaniv Spielberg
	Title: Chief Strategy Officer

Exhibit 99.1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Three- and six-month periods ended June 30, 2022 and June 30, 2021

Presented in Euros (Thousands)

TABLE<br> OF CONTENTS
INTERIM<br> UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)	1
INTERIM<br> UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	2
INTERIM<br> UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	3
INTERIM<br> UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
---	---	---
1	BASIS OF PRESENTATION AND GOING CONCERN	5
2	SIGNIFICANT ACCOUNTING POLICIES	7
3	INCOME (LOSS) BEFORE INCOME TAXES CLASSIFIED BY NATURE	18
4	ACQUISITION OF WILD STREAK LLC	19
5	ACQUISITION OF SPIN GAMES LLC	20
6	SHARE CAPITAL	22
7	WARRANTS	23
8	SHARE BASED COMPENSATION	24
9	GOODWILL	28
10	DEFERRED AND CONTINGENT CONSIDERATION	29
11	INTANGIBLE ASSETS	30
12	CASH AND CASH EQUIVALENTS	31
13	TRADE AND OTHER RECEIVABLES	31
14	PREPAID EXPENSES AND OTHER ASSETS	32
15	TRADE PAYABLES AND OTHER LIABILITIES	32
16	RELATED PARTY TRANSACTIONS	32
17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	35
18	SUPPLEMENTARY CASHFLOW INFORMATION	38
19	SEGMENT INFORMATION	39
20	INCOME TAXES	40
21	CONTINGENT LIABILITIES	41

**1**

BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
			Three<br> Months Ended June 30,						Six<br> Months Ended June 30,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Note		2022			2021			2022			2021
Revenue		3		20,794			15,491			40,154			29,687
Cost<br> of revenue				(9,167	)		(8,466	)		(18,507	)		(16,013	)
Gross<br> Profit				11,627			7,025			21,647			13,674
Selling,<br> general and administrative expenses		3		(11,344	)		(8,856	)		(21,629	)		(16,010	)
Gain<br> on remeasurement of consideration receivable		3		-			6			37			12
Gain<br> on remeasurement of deferred consideration		5,<br> 10		469			-			469			-
Operating<br> Income (Loss)				752			(1,825	)		524			(2,324	)
Net<br> interest expense and other financing charges		3		(87	)		(24	)		(154	)		(92	)
Income<br> (Loss) Before Income Taxes		3		665			(1,849	)		370			(2,416	)
Income<br> taxes		20		(575	)		(482	)		(1,000	)		(989	)
Net<br> Income (Loss)				90			(2,331	)		(630	)		(3,405	)
Items<br> to be reclassified to net loss:
Cumulative<br> translation adjustment				1,601			424			2,185			1,549
Net<br> Comprehensive Income (Loss)				1,691			(1,907	)		1,555			(1,856	)
Basic<br> Income (Loss) Per Share				0.00			(0.11	)		(0.03	)		(0.17	)
Diluted<br> Income (Loss) Per Share				0.00			(0.11	)		(0.03	)		(0.17	)
****	****	****	****	Millions	****	****	Millions	****	****	Millions	****	****	Millions	****
Weighted<br> average number of shares - basic				21.0			21.4			20.9			20.5
Weighted<br> average number of shares - diluted				21.8			21.4			20.9			20.5
See<br> accompanying notes to the interim unaudited condensed consolidated financial statements.
---

**2**

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

			As at			As at
			June 30,			December 31,
	Note		2022			2021
Cash and cash equivalents		12		11,046			16,006
Trade and other receivables		13		10,455			8,454
Prepaid expenses and other assets		14		1,764			2,442
Consideration receivable				-			56
Total Current Assets				23,265			26,958
Property and equipment				495			252
Right-of-use assets				620			579
Intangible assets		11		46,827			30,845
Goodwill		4, 5, 9		28,432			24,728
Other assets				30			28
Total Assets				99,669			83,390
Trade payables and other liabilities		15		19,554			14,357
Deferred revenue				1,200			27
Income taxes payable		20		1,224			784
Lease obligations on right of use assets - current				231			149
Deferred consideration - current		5, 10		1,378			-
Loans payable				112			-
Total Current Liabilities				23,699			15,317
Deferred income tax liabilities		20		1,131			1,243
Non-current lease obligations on right of use assets				431			451
Deferred consideration		5, 10		2,570			-
Other non-current liabilities				555			184
Total Liabilities				28,386			17,195
Share capital		6		109,897			100,285
Broker warrants		7		38			38
Shares to be issued		4, 6		6,982			13,746
Contributed surplus				19,070			18,385
Deficit				(69,373	)		(68,743	)
Accumulated other comprehensive income				4,669			2,484
Total Equity				71,283			66,195
Total Liabilities and Equity				99,669			83,390
Going Concern		1
See<br> accompanying notes to the interim unaudited condensed consolidated financial statements.
---	---
Approved<br> on behalf of the Board
Yaniv Sherman	Paul Pathak
Chief<br> Executive Officer	Non<br> Executive Director

**3**

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRESENTEDIN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

																				Accumulated
																				other
			Share		Shares<br> to						Broker			Contributed						comprehensive			Total
	Note		capital		be<br> issued			Warrants			warrants			surplus			Deficit			income<br> (loss)			Equity
Balance<br> as at January 1, 2021				62,304		22,608			1,642			399			14,325			(61,231	)		(150	)		39,897
Shares<br> issued upon completion of Oryx earn-out		6		22,000		(22,000	)		-			-			-			-			-			-
Shares<br> issued upon completion of private placement, net of issuance costs		6		1,918		(608	)		-			-			-			-			-			1,310
Shares<br> to be issued as deferred consideration		6		-		15,310			-			-			-			-			-			15,310
Exercise<br> of restricted share units		6,<br> 8		267		-			-			-			(267	)		-			-			-
Exercise<br> of stock options		6,<br> 8		966		-			-			-			(341	)		-			-			625
Exercise<br> of warrants		7		11,916		-			(1,831	)		-			-			-			-			10,085
Expiry<br> of warrants		7		-		-			(7	)		-			7			-			-			-
Exercise<br> of broker warrants		7		897		-			196			(361	)		-			-			-			732
Share-based<br> compensation		8		-		-			-			-			2,200			-			-			2,200
Net<br> loss for the period				-		-			-			-			-			(3,405	)		-			(3,405	)
Other<br> comprehensive income				-		-			-			-			-			-			1,549			1,549
Balance<br> as at June 30, 2021				100,268		15,310			-			38			15,924			(64,636	)		1,399			68,303
Balance<br> as at January 1, 2022				100,285		13,746			-			38			18,385			(68,743	)		2,484			66,195
Shares<br> issued as consideration		5,<br> 6		1,426		-			-			-			-			-			-			1,426
Shares<br> issued as deferred consideration		4,<br> 6		6,764		(6,764	)		-			-			-			-			-			-
Exercise<br> of deferred share units		6,<br> 8		1,407		-			-			-			(1,407	)		-			-			-
Exercise<br> of stock options		6,<br> 8		15		-			-			-			(5	)		-			-			10
Share-based<br> compensation		8		-		-			-			-			2,097			-			-			2,097
Net<br> loss for the period				-		-			-			-			-			(630	)		-			(630	)
Other<br> comprehensive income				-		-			-			-			-			-			2,185			2,185
Balance<br> as at June 30, 2022				109,897		6,982			-			38			19,070			(69,373	)		4,669			71,283

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

**4**

BRAGGGAMING GROUP INC.

INTERIMUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PRESENTEDIN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

			Six Months Ended June 30,
	Note		2022			2021
Operating Activities
Net loss from continuing operations				(630	)		(3,405	)
Add:
Net interest expense and other financing charges		3		154			92
Depreciation and amortization		3		3,459			1,887
Share based compensation		3, 8		2,097			2,200
Gain on remeasurement of consideration receivable				(37	)		(12	)
Gain on remeasurement of deferred consideration		5, 10		(469	)		-
Deferred income tax recovery		20		(288	)		(154	)
				4,286			608
Change in non-cash working capital		18		2,737			1,097
Change in income taxes payable				440			444
Cash Flows From Operating Activities				7,463			2,149
Investing Activities
Purchases of property and equipment				(153	)		(51	)
Additions of intangible assets		11		(2,744	)		(1,426	)
Proceeds from sale of discontinued operations				91			76
Consideration paid upon business combination		4, 5		(8,488	)		(8,206	)
Cash acquired from business combination		4, 5		242			124
Prepaid consideration		5, 14, 18		(821	)		-
Deferred and contingent consideration payments		10		-			(11,521	)
Cash Flows Used In Investing Activities				(11,873	)		(21,004	)
Financing Activities
Proceeds from exercise of warrants and broker warrants		7		-			10,817
Proceeds from exercise of stock options		8		10			625
Proceeds from shares issued upon private placement, net of issuance costs		6		-			1,310
Repayment of lease liability				(64	)		(70	)
Repayment of loans		5		(661	)		-
Interest income				9			38
Interest and financing fees		3		(129	)		(130	)
Cash Flows (Used In) From Financing Activities				(835	)		12,590
Effect of foreign currency exchange rate changes on cash and cash equivalents				285			1,129
Change in Cash and Cash Equivalents				(4,960	)		(5,136	)
Cash and cash equivalents at beginning of period				16,006			26,102
Cash and Cash Equivalents at end of period				11,046			20,966

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

**5**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1	BASIS OF PRESENTATION AND GOING CONCERN
---	---

Nature of operations

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

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

Oryx Gaming

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

Statement of compliance and basis of presentation

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

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

These interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on August 9, 2022.

Going concern

These interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business, and do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the interim financial statements. If the going concern assumption is not appropriate, material adjustments to the interim financial statements could be required.

As at June 30, 2022, the Company had current assets of EUR 23,265 (December 31, 2021: EUR 26,958) and current liabilities of EUR 23,699 (December 31, 2021: EUR 15,317). As of June 30, 2022, the Company has a cumulative deficit of EUR 69,373 (December 31, 2021: EUR 68,743). These conditions indicate that the Company will be able to continue on a going concern basis.

**6**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1	BASIS OF PRESENTATION AND GOING CONCERN (CONTINUED)
---	---

COVID-19

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

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

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

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

Graduation to the Toronto Stock Exchange (“TSX”)

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

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

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

Reverse Stock Split

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

Acquisition of Spin Games LLC

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

**7**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1	BASIS OF PRESENTATION AND GOING CONCERN (CONTINUED)
---	---

Acquisition of Wild Streak LLC

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

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

2	SIGNIFICANT ACCOUNTING POLICIES

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

Basis of consolidation

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

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

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

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

**8**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Presentation currency

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

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

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

Business combinations

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

Net earnings (loss) per share (“EPS”)

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

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

Cash and cash equivalents

Cash equivalents consist of highly liquid marketable investments with an original maturity date of 90 days or less from the

date of acquisition and prepaid credit cards. Cash and cash equivalents also include any cash held in trust as proceeds from future private placement.

Trade and other receivables

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

**9**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Revenue recognition

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

Games and content: revenues from content and platform licensing are derived from revenues a customer earns from utilizing the Company’s software platform and aggregated content in that period. The Company’s revenue is therefore linked to the revenue derived from a customer’s end user, i.e., the subsequent sale. The Company recognizes revenue once the customer has earned the revenue from the subsequent sale/services as this is the point where the performance obligation is satisfied.

iGaming and turnkey projects: the Company charges a fixed monthly management and marketing fee for its services in the month in which the services are provided, and performance obligations are met. Charges for development projects are charged on a time and materials basis upon delivery at agreed milestones. Revenue is recognized as it is billed unless services and performance obligations are provided in a future period. If services and performance obligations are not provided in the reporting period, then revenue is not recognized.

Consideration receivable

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

Income taxes

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

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

**10**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Income taxes (continued)

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

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

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

Property and equipment

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

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

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

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

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

**11**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Leases

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

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

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

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

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

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

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

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

**12**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Leases (continued)

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

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

Intangible assets

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

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

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

Trademarks, patents and gaming licences are classified under “Other” in the intangible assets disclosure note (Note 11).

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

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

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

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

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

**13**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Goodwill

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

Impairment of non-financial assets

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

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

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

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

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

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

**14**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments

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

Financial instruments – classificationand measurement

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

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

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

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

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

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

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

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

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

**15**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Financial instruments – valuation

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

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

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

Financial instruments – derecognition

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

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

Financial instruments – impairment

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

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

**16**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Financial instruments – impairment (continued)

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

Deferred consideration

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

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

Short term employee benefits

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

estimated reliably.

Long term employee benefits

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

**17**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---	---

Share based compensation

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

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

Equity

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

Warrants

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

**18**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
3	INCOME (LOSS) BEFORE INCOME TAXES CLASSIFIED BY NATURE
---	---

The income (loss) before income taxes is classified as follows:

			Three Months Ended June 30,						Six Months Ended June 30,
	Note		2022			2021			2022			2021
Revenue				20,794			15,491			40,154			29,687
Third-party content				(9,167	)		(8,466	)		(18,507	)		(16,013	)
Gross Profit				11,627			7,025			21,647			13,674
Salaries and subcontractors				(4,975	)		(3,651	)		(8,955	)		(6,287	)
Share based compensation		8		(797	)		(891	)		(2,097	)		(2,200	)
Total employee costs				(5,772	)		(4,542	)		(11,052	)		(8,487	)
Depreciation and amortization				(1,883	)		(1,051	)		(3,459	)		(1,887	)
IT and hosting				(610	)		(386	)		(1,058	)		(773	)
Professional fees				(895	)		(1,090	)		(1,748	)		(1,585	)
Corporate costs				(262	)		(525	)		(769	)		(710	)
Sales and marketing				(607	)		(155	)		(1,270	)		(218	)
Bad debt expense		13		(313	)		(78	)		(417	)		(320	)
Travel and entertainment				(184	)		(28	)		(265	)		(28	)
Transaction and acquisition costs				(146	)		(573	)		(346	)		(1,136	)
Other operational costs				(672	)		(428	)		(1,245	)		(866	)
Selling, General and Administrative Expenses				(11,344	)		(8,856	)		(21,629	)		(16,010	)
Gain on remeasurement of consideration receivable				-			6			37			12
Gain on remeasurement of deferred consideration		5, 10		469			-			469			-
Operating Income (Loss)				752			(1,825	)		524			(2,324	)
							-
Interest income				4			23			9			38
Accretion on liabilities		5, 10		(34	)		-			(34	)		-
Interest and financing fees				(57	)		(47	)		(129	)		(130	)
Net Interest Expense and Other Financing Charges				(87	)		(24	)		(154	)		(92	)
Income (Loss) Before Income Taxes				665			(1,849	)		370			(2,416	)

**19**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
4	ACQUISITION<br> OF WILD STREAK LLC
---	---

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

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

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


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

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

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

On a pro-forma basis Wild Streak generated revenue of EUR 844 and EUR 1,262 for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2021, this would have resulted in consolidated revenues of EUR 16,082 and EUR 30,696, respectively.

On a pro-forma basis Wild Streak generated net profit of EUR 412 and EUR 660 for the three and six months ended June 30, 2021, respectively. This would have resulted in consolidated net loss of EUR 2,051 and EUR 2,876 for the three and six months ended June 30, 2021, respectively.

**20**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
5	ACQUISITION<br> OF SPIN GAMES LLC
---	---

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

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

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


Purchase price:
Prepaid consideration	2,138
Cash paid upon business combination	8,488
Shares	1,426
Deferred consideration	4,347
Total purchase price	16,399
Fair value of assets acquired, and liabilities assumed:
Property and equipment	173
Right-of-use assets	104
Cash and cash equivalents	242
Trade and other receivables	378
Prepaid expenses and other assets	95
Trade payables and other liabilities	(981	)
Deferred revenue	(492	)
Loans payable	(773	)
Lease obligations on right of use assets<br> - current	(51	)
Non-current lease obligations on right<br> of use assets	(45	)
Non-current liabilities	(360	)
Deferred tax liabilities	(171	)
Net assets<br> acquired and liabilities assumed	(1,881	)
Fair value of intangible assets:
Intellectual property	3,397
Customer relationships	9,993
Gaming licences	164
Brand	952
Trademarks	70
Goodwill	3,704

**21**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
5	ACQUISITION<br> OF SPIN GAMES LLC (CONTINUED)
---	---

On June 1, 2022, the Company measured the present value of deferred consideration to be paid in common shares as EUR 4,347 and subsequently recorded an accretion expense of EUR 34 in the three and six months ended June 30, 2022 (three and six months ended June 30, 2021: EUR nil) and a gain on remeasurement of deferred consideration of EUR 469 (three and six months ended June 30, 2021: EUR nil).

As at June 30, 2022, deferred consideration of EUR 1,378 and EUR 2,570 has been recorded in current and non-current liabilities, respectively (December 31, 2021: EUR nil in current and non-current liabilities).

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

Pro-forma revenues and net loss for the comparative period

On a pro-forma basis Spin generated revenue of EUR 648 and EUR 1,467 for the three and six months ended June 30, 2022, respectively. This would have resulted in consolidated revenues of EUR 21,179 and EUR 41,357 for three and six months ended June 30, 2022, respectively.

On a pro-forma basis Spin contributed net loss of EUR 659 and EUR 992 for the three and six months ended June 30, 2022, respectively. This would have resulted in consolidated net loss of EUR 405 and EUR 1,458 for the three and six months ended June 30, 2022, respectively.

**22**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
6	SHARE<br> CAPITAL
---	---

Authorized - Unlimited Common Shares, fully paid

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


January<br> 1, 2021	Balance		13,111,248	62,304
January<br> 11, 2021, to February 22, 2021	Exercise of warrants	7	1,554,082	11,916
January<br> 21, 2021, to February 18, 2021	Exercise of broker warrants	7	160,548	897
January<br> 13, 2021	Shares issued on completion of private<br> placement		247,934	1,918
January<br> 18, 2021	Shares issued upon completion of Oryx<br> earn-out		4,700,000	22,000
March<br> 12, 2021, to March 17, 2021	Issuance of share capital upon exercise<br> of RSUs	8	50,000	267
June<br> 9, 2021, to June 17, 2021	Issuance of share capital upon exercise<br> of stock options	8	125,000	966
	Rounding of fractional<br> shares after consolidation		2	-
June 30, 2021	Balance		19,948,814	100,268
January<br> 1, 2022	Balance		19,956,034	100,285
March<br> 17, 2022, to June 22, 2022	Issuance of share capital upon exercise<br> of FSOs	8	5,900	15
March<br> 22, 2022	Issuance of share capital upon exercise<br> of DSUs	8	97,045	1,407
June<br> 1, 2022	Shares issued upon completion of Spin<br> acquisition	5	285,135	1,426
June<br> 16, 2022	Shares issued upon<br> settlement of deferred consideration	4	761,754	6,764
June 30, 2022	Balance		21,105,868	109,897

The Company’s Common Shares have no par value.

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

**23**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
6	SHARE<br> CAPITAL (CONTINUED)
---	---

Private placement

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

Completion of Oryx earn-out

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

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

7	WARRANTS

The following are continuities of the Company’s warrants:

		Warrants
		issued upon			Broker
Number of Warrants		Public<br> Offering			warrants
January 1, 2021	Balance		1,478,512			177,434
January 11, 2021 to February 22, 2021	Exercise of warrants		(1,554,082	)		-
January 21, 2021 to February 18, 2021	Exercise of broker warrants		80,274			(160,548	)
February 22, 2021	Expiry of warrants		(4,704	)		-
June 30, 2021	Balance		-			16,886
January 1, 2022 and June 30, 2022	Balance		-			16,886

Each unit consists of the following characteristics:

	Warrants
	issued upon		Broker
	Public<br> Offering		warrants
Number<br> of shares		1		1
Number<br> of Warrants		-		0.5
Exercise<br> price of unit (CAD)		10.00		7.00

**24**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
7	WARRANTS<br> (CONTINUED)
---	---

Warrants issued upon completion of PublicOffering

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

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

Broker Warrants issued upon completion ofPublic Offering

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

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

8	SHARE<br> BASED COMPENSATION

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

**25**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
8	SHARE<br> BASED COMPENSATION (CONTINUED)
---	---

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

****	DSU		****	RSU		****	FSO
****	****	****	****	****	****	****	****	****	****	Weighted
****	****	Outstanding	****	****	Outstanding	****	****	Outstanding	****	Average
****	****	DSU Units	****	****	RSU Units	****	****	FSO Options	****	Exercise
****	****	(Number of	****	****	(Number of	****	****	(Number	****	Price / Share
****	****	of shares)	****	****	of shares)	****	****	of shares)	****	CAD
Balance as at January 1, 2021		120,000			210,000			1,228,410		6.37
Granted		133,800			75,000			5,000		12.10
Exercised		-			(50,000	)		(125,000	)	7.36
Forfeited / Cancelled		-			-			(3,139	)	2.30
Balance as at June 30, 2021		253,800			235,000			1,105,271		6.30
Balance as at January 1, 2022		246,945			235,000			1,816,302		8.95
Granted		125,000			80,000			273,000		8.62
Exercised		(97,045	)		-			(5,900	)	2.30
Forfeited / Cancelled		-			-			(142,466	)	14.78
Balance as at June 30, 2022		274,900			315,000			1,940,936		8.50

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

****	Outstanding						Exercisable
****	****		Weighted		Weighted		****		Weighted
****	****		Average		Average		****		Average
****	Options		Remaining		Exercise		Options		Exercise
Range of exercise	(Number		Contractual		Price / Share		(Number		Price / Share
prices (CAD)	of shares)		Life (Years)		CAD		of shares)		CAD
2.30 - 5.00		249,025		2		3.04		220,893		3.06
5.01 - 5.60		200,000		2		5.60		200,000		5.60
5.61 - 8.62		905,858		5		8.05		729,610		7.91
8.63 - 33.30		586,053		8		12.50		172,752		13.18
		1,940,936		5		8.50		1,323,255		7.44

**26**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
8	SHARE<br> BASED COMPENSATION (CONTINUED)
---	---

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

****	Outstanding						Exercisable
****	****		Weighted		Weighted		****		Weighted
****	****		Average		Average		****		Average
****	Options		Remaining		Exercise		Options		Exercise
Range of exercise	(Number		Contractual		Price / Share		(Number		Price / Share
prices (CAD)	of shares)		Life (Years)		CAD		of shares)		CAD
2.30 - 5.00		265,861		3		2.99		173,528		3.17
5.01 - 5.60		200,000		3		5.60		170,834		5.60
5.61 - 8.62		632,858		4		7.80		632,858		7.80
8.63 - 33.30		6,552		5		17.12		2,386		25.89
		1,105,271		4		6.30		979,606		6.64

During the three and six months ended June 30, 2022, a share-based compensation charge of EUR 459 and EUR 1,238, respectively, has been recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) (three months and six months ended June 30, 2021: EUR 44 and EUR 84, respectively) in relation to the fixed stock options.

During the three and six months ended June 30, 2022, the Company granted 273,000 share options, (three and six months ended June 30, 2021: 5,000 share options) with a weighted average exercise price of CAD 8.62 and a fair value of EUR 874.

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

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

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

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

**27**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
8	SHARE<br> BASED COMPENSATION (CONTINUED)
---	---

During the three and six months ended June 30, 2022, 5,400 and 5,900 common shares, respectively, were issued upon exercise of fixed stock options (three and six months ended June, 2021: 125,000). Upon exercise of fixed stock options, for the three and six months ended June 30, 2022, EUR 5 (three and six months ended June 30, 2021: EUR 341) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of fixed stock options during the three and six months ended June 30, 2022, totalled EUR 9 and EUR 10, respectively (three and six months ended June 30, 2021: EUR 625).

Deferred Share Units

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

During the three and six months ended June 30, 2022, 125,000 DSUs (three and six months ended June 30, 2021: 133,800 DSUs) were granted with a fair value of CAD 8.18 per unit (three and six months ended June 30, 2021: CAD 21.80) determined as the share price on the date of grant.

During the three and six months ended June 30, 2022, a share-based compensation charge of EUR 198 and EUR 374, respectively, has been recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) (three and six months ended June 30, 2021: EUR 413 and EUR 1,274, respectively) in relation to the deferred share units.

During the three and six months ended June 30, 2022, 97,045 common shares were issued upon exercise of DSUs (three and six months ended June 30, 2021: 50,000). For the three and six months ended June 30, 2022, upon exercise of DSUs, EUR 1,407 (three and six months ended June 30, 2021: EUR 219) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

Restricted Share Units

During the three and six months ended June 30, 2022, 80,000 RSUs, were granted (three and six months ended June 30, 2021: 75,000), with a fair value of CAD 8.18 per unit (three and six months ended June 30, 2021: CAD 21.80 per unit) determined as the share price on the date of grant.

During the three and six months ended June 30, 2022, a share-based compensation charge of EUR 140 and EUR 485, respectively, has been recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) (three and six months ended June 30, 2021: EUR 434 and EUR 842, respectively) in relation to the RSUs.

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

**28**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL<br> STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30,<br> 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
9	GOODWILL
---	---

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

As at January 1, 2021	19,938
Goodwill recognised<br> upon acquisition of Wild Streak LLC (Note 4)	4,790
As at December 31, 2021	24,728
Goodwill recognised<br> upon acquisition of Spin Games LLC (Note 5)	3,704
As at June 30, 2022	28,432

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

Key Assumptions

The recoverable amount of was determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the Board and covering a five-year period and an after-tax discount rate of 16.0% (pre-tax rate 19.7%) per annum for the Oryx Gaming CGU, an after-tax discount rate of 24.0% (pre-tax rate 30.0%) for the Wild Streak CGU, and an after-tax discount rate of 25.8% (pre-tax rate 32.7%) for the Spin CGU. The cash flows beyond the five-year period for the Oryx and Wild Streak CGUs have been extrapolated using a steady 3.0% per annum growth rate while the cash flows for the Spin CGU has been extrapolated using a steady 2.0% growth rate beyond eight years.

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

**29**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
10	DEFERRED<br> AND CONTINGENT CONSIDERATION
---	---

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

Balance as at January 1, 2021	11,521
Deferred consideration payable upon business combination (Note 4)	62
Cash paid on settlement of deferred and contingent consideration	(11,583	)
Balance as at December 31, 2021	-
Deferred consideration payable upon business combination (Note 5)	4,347
Accretion expense	34
Gain on remeasurement of deferred consideration	(469	)
Effect of movement in exchange rates	36
Balance as at June 30, 2022	3,948

Oryx Gaming International LLC

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

All contingent liabilities in relation to the acquisition of Oryx were settled in full to the Oryx vendor on January 18, 2021, following shareholder approval on November 27, 2020. On January 18, 2021, the Company satisfied its earn-out obligations to K.A.V.O. Holdings Limited via a combination of cash and Common Shares (Note 6) of the Company. Cash paid totalled EUR 11,598, of which EUR 11,521 fully settled deferred and contingent consideration payable, EUR 52 settled interest payable and EUR 25 settled legal fees.

Wild Streak LLC

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

Spin Games LLC

The Company completed the acquisition of Spin Games LLC effective on June 1, 2022. The Company agreed deferred consideration payments in common shares of the Company over three years from the effective date recorded with a present value of EUR 4,347 . The discount for lack of marketability (DLOM) was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of 50.5%, an annual dividend rate of 0% and time to maturity of 1-3 years.

In the three and six months ended June 30, 2022, an accretion expense of EUR 34 (three and six months ended June 30, 2021: nil) was recorded in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

In the three and six months ended June 30, 2022, a gain on remeasurement of deferred consideration of EUR 469 (three and six months ended June 30, 2021: nil) was recorded in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

**30**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
11	INTANGIBLE<br> ASSETS
---	---
			Deferred
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Intellectual		Development		Customer
	Property		Costs		Relationships		Brands		Other			Total
Cost
Balance<br> as at December 31, 2020		8,966		3,297		4,903		1,357		174			18,697
Additions		237		2,889		-		-		17			3,143
Disposal		-		-		-		-		(128	)		(128	)
Acquired<br> through business combination (Note 4)		5,611		-		10,857		311		-			16,779
Effect<br> of movement in exchange rates		409		-		824		24		1			1,258
Balance<br> as at December 31, 2021		15,223		6,186		16,584		1,692		64			39,749
Additions		214		2,524		-		-		6			2,744
Acquired<br> through business combination (Note 5)		3,397		-		9,993		952		234			14,576
Effect<br> of movement in exchange rates		651		-		1,368		61		9			2,089
Balance<br> as at June 30, 2022		19,485		8,710		27,945		2,705		313			59,158
Accumulated<br> Amortization
Balance<br> as at December 31, 2020		2,288		830		994		276		30			4,418
Amortization		1,594		1,581		1,154		155		15			4,499
Disposal		-		-		-		-		(39	)		(39	)
Effect<br> of movement in exchange rates		8		-		18		-		-			26
Balance<br> as at December 31, 2021		3,890		2,411		2,166		431		6			8,904
Amortization		1,030		1,231		924		94		8			3,287
Effect<br> of movement in exchange rates		50		-		88		2		-			140
Balance<br> as at June 30, 2022		4,970		3,642		3,178		527		14			12,331
Carrying<br> Amount
Balance<br> as at December 31, 2021		11,333		3,775		14,418		1,261		58			30,845
Balance<br> as at June 30, 2022		14,515		5,068		24,767		2,178		299			46,827

In the three- and six months ended June 30, 2022, amortization expense of EUR 1,787 and EUR 3,287 and was recognized within selling, general and administrative expenses, respectively (three and six months ended June 30, 2021: EUR 979 and EUR 1,741, respectively).

**31**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

12	CASH<br> AND CASH EQUIVALENTS

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

13	TRADE<br> AND OTHER RECEIVABLES

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

	As at			As at
	June 30,			December 31,
	2022			2021
Less than one month		10,779			8,717
Between two and three months		903			747
Greater than three months		1,386			1,405
		13,068			10,869
Provision for expected credit losses		(2,613	)		(2,415	)
Trade and Other Receivables		10,455			8,454

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

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

Balance as at December 31, 2020	1,755
Net additional provision for doubtful debts	602
Provision for late interest receivable	58
Balance as at December 31, 2021	2,415
Provision for doubtful debts acquired upon business combination	7
Bad debt written-off	(226	)
Net additional provision for doubtful debts	417
Balance as at June 30, 2022	2,613

**32**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
14	PREPAID<br> EXPENSES AND OTHER ASSETS
---	---

Prepaid expenses and other assets comprises:

	As at		As at
	June 30,		December 31,
	2022		2021
Prepayments		1,288		2,372
Deposits		49		50
Other assets		427		20
Prepaid Expenses and Other Assets		1,764		2,442

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

15	TRADE<br> PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:

	As at		As at
	June 30,		December 31,
	2022		2021
Trade payables		5,013		1,464
Accrued liabilities		13,962		12,380
Sales tax payable		-		444
Other payables		579		69
Trade Payables and Other Liabilities		19,554		14,357
16	RELATED<br> PARTY TRANSACTIONS
---	---

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

Key Management Personnel

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

**33**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16	RELATED<br> PARTY TRANSACTIONS (CONTINUED)

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

Interim unauditedcondensed consolidated statements of income (loss) and comprehensive income (loss)

·	Revenues<br> for the three and six months ended June 30, 2022, to a shareholder of the Company totalled<br> EUR 31 and EUR 55, respectively (three and six months ended June 30, 2021: EUR 28 and EUR<br> 49, respectively).
·	Total<br> compensation for salaries, director fees, share-based compensation, and short-term employee<br> benefits of key management personnel of the Company for the three and six months ended June<br> 30, 2022, totalled EUR 1,339 and EUR 2,645, respectively (three and six months ended June<br> 30, 2021: EUR 2,645 and EUR 4,344, respectively).
---	---
·	Total<br> compensation for salaries and short-term employee benefits of vendors of the sale of Wild<br> Streak and Spin and subsequently employees of the Company for the three and six months ended<br> June 30, 2022, totalled EUR 200 and EUR 322, respectively (three and six months ended June<br> 30, 2021: EUR 37).
---	---
·	Gain<br> on remeasurement of deferred consideration payable to the vendors of Spin and subsequently<br> employees of the Company for the three and six months ended June 30, 2022, totalled EUR 469<br> (three and six months ended June 30, 2021: EUR nil).
---	---
·	Interest<br> expense on deferred consideration payable to the vendors of Spin and subsequently employees<br> of the Company for the three and six months ended June 30, 2022, totalled EUR 34 (three and<br> six months ended June 30, 2021: EUR nil).
---	---
·	Interest<br> expense on deferred and contingent consideration payable to the former Managing Director<br> of Oryx for the three and six months ended June 30, 2022, totalled EUR nil (three and six<br> months ended June 30, 2021: EUR 52).
---	---
·	During<br> the three and six months ended June 30, 2022, legal fees of EUR nil payable to the former<br> Managing Director of Oryx in relation to the Oryx earn-out was recognized in the interim<br> unaudited condensed consolidated statements of income (loss) and comprehensive income (loss)<br> (three and six months ended June 30, 2021: EUR 25).
---	---
·	During<br> the three and six months ended June 30, 2022, professional fees of EUR 12 and EUR 22, respectively,<br> payable to a related businesses of a member of the Board of the Company was recognized in<br> the consolidated statements of loss and comprehensive income (loss) (three and six months<br> ended June 30, 2021: EUR 64 and EUR 85, respectively).
---	---

Interim UnauditedCondensed Consolidated Statements of Financial Position

·	As<br> at June 30, 2022, EUR 39 of trade and other receivables was receivable from the former Managing<br> Director of Oryx and other shareholders (December 31, 2021: EUR 47).
·	As<br> at June 30, 2022, EUR 67 of prepaid expenses and other assets was receivable from a related<br> business of a non-executive director of the Company (December 31, 2021: EUR 62).
---	---
·	As<br> at June 30, 2022, EUR 704 of trade payables and other liabilities was due to the Company’s<br> key management personnel (December 31, 2021: EUR 1,924).
---	---
·	As<br> at June 30, 2022, EUR 116 of trade payables and other liabilities was due to the vendors<br> of the sale of Wild Streak and Spin and subsequently employees of the Company (December 31,<br> 2021: EUR 62).
---	---
·	As<br> at June 30, 2022, EUR 3,948 of deferred consideration (Note 10) was payable to the vendors<br> of Spin and subsequently employees of the Company (December 31, 2021: EUR nil).
---	---

**34**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
16	RELATED<br> PARTY TRANSACTIONS (CONTINUED)
---	---

Interim Unaudited Condensed Consolidated Statementsof Changes in Equity

·	During<br> the three and six months ended June 30, 2022, EUR nil, of share capital (three and six months<br> ended June 30, 2021: EUR nil and EUR 22,000, respectively) was issued to the former Managing<br> Director of Oryx upon completion of the earn-out (Note 10). A corresponding decrease in shares<br> to be issued was recognized in the interim unaudited condensed consolidated statements of<br> changes in equity.
·	During<br> the three and six months ended June 30, 2022, EUR 6,764, of share capital (three and six<br> months ended June 30, 2021: EUR nil) was issued to the vendors of Wild Streak (Note 4). A<br> corresponding decrease in shares to be issued was recognized in the interim unaudited condensed<br> consolidated statements of changes in equity.
---	---
·	During<br> the three and six months ended June 30, 2022, EUR 1,426, of share capital (three and six<br> months ended June 30, 2021: EUR nil) was issued to the vendors of Spin (Note 5) as share<br> consideration for the acquisition of Spin.
---	---
·	During<br> the three and six months ended June 30, 2022, EUR 6,982 of shares to be issued (three and<br> six months ended June 30, 2021: EUR 15,310) to the vendors for the sale of Wild Streak (Note<br> 4) was recognized in the interim unaudited condensed consolidated statements of changes in<br> equity.
---	---
·	During<br> the three and six months ended June 30, 2022, EUR nil of additional share capital was recognized<br> in the interim unaudited condensed consolidated statements of changes in equity in relation<br> to the private placement by key management personnel of the Company (three and six months<br> ended June 30, 2021: EUR nil and EUR 1,918, respectively).
---	---
·	During<br> the three and six months ended June 30, 2022, EUR nil additional share capital, was recognized<br> in the interim unaudited condensed consolidated statements of changes in equity for exercise<br> of DSUs, RSUs and FSOs by key management personnel of the Company (Note 8) (three and six<br> months ended June 30, 2021: EUR 143 and EUR 410, respectively).
---	---

Interim UnauditedCondensed Consolidated Statements of Cash Flows

·	During<br> the three and six months ended June 30, 2022, a total of EUR nil in payments were made to<br> the former Managing Director of Oryx for deferred consideration (three and six months ended<br> June 30, 2021: EUR nil and 11,521, respectively).
·	During<br> the three and six months ended June 30, 2022, a total of EUR nil in payments were made to<br> the former Managing Director of Oryx for interest on deferred and contingent consideration<br> payable (three and six months ended June 30, 2021: EUR nil and EUR 140, respectively).
---	---
·	During<br> the three and six months ended June 30, 2022, a total of EUR 10,626 in cash consideration<br> payments were made to the vendors of the sale of Spin and Wild Streak (three months and six<br> months ended June 30, 2021: EUR 8,206).
---	---
·	During<br> the three and six months ended June 30, 2022, a total of EUR 664 in in loan payments were<br> made to the vendors of the sale of Spin (three months and six months ended June 30,<br> 2021: EUR nil).
---	---

**35**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
17	FINANCIAL<br> INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
---	---

The financial instruments measured at amortized cost are summarised below:

Financial Assets

	Financial assets as subsequently
	measured at amortized cost
	June 30,		December 31,
	2022		2021
Trade and other receivables		10,455		8,454

Financial Liabilities

	Financial liabilities as subsequently
	measured at amortized cost
	June 30,		December 31,
	2022		2021
Trade payables		5,013		1,464
Accrued liabilities		13,962		12,380
Other liabilities		579		69
Lease obligations on right of use assets		662		600
		20,216		14,513

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

Fair Value Hierarchy

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

	June<br> 30, 2022						December<br> 31, 2021
	Level<br> 1		Level<br> 3		Total		Level<br> 1		Level<br> 3		Total
Financial<br> assets
Fair<br> value through profit and loss:
Cash<br> and cash equivalents		11,046		-		11,046		16,006		-		16,006
Consideration<br> receivable		-		-		-		-		56		56
Financial<br> liabilities
Fair<br> value through profit and loss:
Deferred<br> consideration		3,948		-		3,948		-		-		-
Other<br> liabilities		-		36		36		-		36		36
Fair<br> value through other comprehensive income (loss):
Other<br> liabilities		-		148		148		-		148		148

**36**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
17	FINANCIAL<br> INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
---	---

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

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

Foreign currency exchange risk

The Company’s interim 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. 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 income (loss).

The Company is also exposed to risk on transaction in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and loss which are recorded in other operational costs. The Company estimates that an appreciation of the EUR of 10% relative to other currencies would result in a decrease of EUR 619 in earnings before income taxes while a depreciating EUR will have the opposite impact.

The Company has no derivative instruments in the form of futures contracts and forward contracts to manage its current and anticipated exposure to fluctuations in EUR exchange rates.

Liquidity risk

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

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

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


Trade<br> payables and other liabilities	19,554	-	-	-	-	19,554
Lease<br> obligations on right of use assets	217	287	161	160	-	825
Other<br> non-current liabilities	-	1	1	1	236	239
	19,771	288	162	161	236	20,618

**37**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
17	FINANCIAL<br> INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
---	---

Credit risk

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

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

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

			Aging<br> (months)
	Note		<1			1<br> - 3			>3			Total
Gross<br> accounts receivable		13		10,779			903			1,386			13,068
Expected<br> loss rate				7.04	%		41.75	%		106.57	%		20.00	%
Expected<br> Loss Provision		13		759			377			1,477			2,613

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

			Aging<br> (months)
	Note		<1			1<br> - 3			>3			Total
Gross<br> accounts receivable		13		8,717			747			1,405			10,869
Expected<br> loss rate				6.31	%		71.62	%		94.66	%		22.22	%
Expected<br> Loss Provision		13		550			535			1,330			2,415

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

**38**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
17	FINANCIAL<br> INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
---	---

Concentration risk

For the three months ended June 30, 2022, one customer (three months ended June 30, 2021: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totalled EUR 9,458 (three months ended June 30, 2021: EUR 2,714).

For the six months ended June 30, 2022, one customer (six months ended June 30, 2021: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totalled EUR 18,987 (six months ended June 30, 2021: EUR 5,467).

As at June 30, 2022, one customer (December 31, 2021: one customer) constituted more than 10% to the Company’s accounts receivable. The balance owed by this customer totalled EUR 3,201 (December 31, 2021: EUR 4,305).

18	SUPPLEMENTARY<br> CASHFLOW 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:	2022			2021
Trade and other receivables		(1,623	)		2,183
Prepaid expenses and other assets		(546	)		(1,838	)
Deferred revenue		679			503
Trade payables and other liabilities		4,216			224
Other liabilities - non-current		11			25
Changes in Non-Cash Working Capital		2,737			1,097

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

**39**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
19	SEGMENT<br> INFORMATION
---	---

Operating

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

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

Intersegment charges have been eliminated on consolidation.

Geography – Revenue

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Netherlands		9,649		-		19,218		-
Curaçao		4,173		3,761		7,837		6,534
Malta		3,375		9,386		6,570		18,861
Croatia		676		713		1,260		1,138
USA		801		69		1,119		69
Germany		399		404		828		830
Romania		373		425		794		744
Serbia		365		243		700		442
Other		983		490		1,828		1,069
Revenue		20,794		15,491		40,154		29,687

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

Geography – Non-Current Assets

Non-current assets are held in the following jurisdictions:

	As at		As at
	June 30,		December 31,
	2022		2021
United States		75,517		55,581
Other		887		851
Non-Current Assets		76,404		56,432

**40**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
20	INCOME<br> 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,
	2022		2021
Income taxes payable		1,224		784
Deferred income tax liabilities		1,131		1,243

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Current period		573			452		1,025			1,143
Adjustment in respect of prior periods		234			-		263			-
Current Income Taxes		807			452		1,288			1,143
Deferred income tax recovery		(232	)		30		(288	)		(154	)
Deferred Income Tax Recovery		(232	)		30		(288	)		(154	)
Income Taxes		575			482		1,000			989

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

	As at		As at
	June 30,		December 31,
	2022		2021
Intangible assets		1,084		1,196
Other		47		47
Deferred income tax liabilities		1,131		1,243

**41**

BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)
20	INCOME<br> TAXES (CONTINUED)
---	---

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

	Six Months Ended June 30,
	2022			2021
	%			%
Canadian statutory tax rate		26.5			26.5
Effect of tax rate in foreign jurisdictions		(15.0	)		7.4
Non-deductible and non-taxable items		218.7			(30.2	)
Change in tax benefits not recognized		29.7			(8.6	)
Other		10.4			(36.1	)
Effective Income Tax Rate Applicable to Income (Loss) Before Income Taxes		270.3			(41.0	)
21	CONTINGENT<br> LIABILITIES
---	---

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

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

Exhibit 99.2

Bragg Gaming Group Inc.

MANAGEMENTDISCUSSION & ANALYSIS FOR THE THREE- AND SIX-MONTH PERIODS

ENDEDJUNE 30, 2022

Tableof contents

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE- AND SIX-MONTHPERIODS ENDED JUNE 30, 2022

1.	MANAGEMENT<br> DISCUSSION& ANALYSIS	2
2.	CAUTION REGARDING FORWARD-LOOKING<br> STATEMENTS	3
3.	LIMITATIONS OF KEY METRICS<br> AND OTHER DATA	4
4.	OVERVIEW OF Q2 2022	6
5.	FINANCIAL RESULTS	15
5.1	Basis of financial discussion	15
5.2	Selected interim information	16
5.3	Other financial information	17
5.4	Selected financial information	18
5.5	Summary of quarterly results	19
5.6	Liquidity and capital resources	20
5.7	Cash flow summary	22
6	TRANSACTIONS BETWEEN RELATED<br> PARTIES	23
7	DISCLOSURE OF OUTSTANDING SHARE DATA	25
8	SIGNIFICANT ACCOUNTING<br> ESTIMATES	26
9	CHANGES IN ACCOUNTING POLICY	29
10	MANAGEMENT’S RESPONSIBILITY<br> FOR FINANCIAL REPORTING	29
11	RISK FACTORS AND UNCERTAINTIES	29
12	ADDITIONAL INFORMATION	32

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 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, 2022 (“Q2 2022”). References to “Bragg”, or the “Corporation” in this MD&A refer to Bragg Gaming Group Inc and its subsidiaries, unless the context requires otherwise. This document should be read in conjunction with the information presented in the interim unaudited condensed consolidated financial statements for the three months and six months ended June 30, 2022 (the “Interims”).

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

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

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

Unless otherwise stated, in preparing this MD&A the Corporation has considered information available to it up to August 9, 2022, the date the Corporation’s board of directors (the “Board”) approved this MD&A.

On April 30, 2021, the Corporation announced a one-for-ten share consolidation. At the annual and special meeting of the Corporation’s shareholders held on April 28, 2021, the Corporation’s shareholders granted the Corporation’s Board of Directors discretionary authority to implement a consolidation of the issued and outstanding Common Shares of the Corporation on the basis of a consolidation ratio of up to fifteen (15) pre-consolidation Common Shares for one (1) post-consolidation Common Share. The Board of Directors selected a share consolidation ratio of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share. The Corporation’s Common Shares began trading on the Toronto Stock Exchange (“TSX”) on a post-consolidation basis under the Corporation’s existing trade symbol "BRAG" at the opening of the market on May 5, 2021. In accordance with IFRS accounting principles, the change has been applied retrospectively and all balances of Common Shares, warrants and equity-based compensation such as share options, deferred share units and restricted share units have been restated after applying the consolidation ratio.

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 2 |

| --- | --- | | 2. | CAUTION REGARDING FORWARD-LOOKING STATEMENTS | | --- | --- |

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

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

Shareholders and investors should not place undue reliance on forward-looking statements as the plans, assumptions, intentions or expectations upon which they are based might not occur. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Corporation, forward-looking statements in this MD&A describe the Corporation’s expectations as of August 9, 2022, and, accordingly, are subject to change after such date. The Corporation does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

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| --- | --- | | 3. | LIMITATIONS OF KEY METRICS AND OTHER DATA | | --- | --- |

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

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

Bragg Gaming: Overview and Strategy

Bragg is a content-driven Business-to-Business ("B2B") iGaming technology provider. Its suite of iGaming content and technology, commercial relationships and operational licences allows it to offer a complete gaming solution in regulated online gaming markets globally. Its premium content portfolio currently includes over 5,000 unique casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its Remote Games Server ("RGS") as well as aggregated, licensed games from top studios around the world.

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

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

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

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

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The Corporation aims to leverage the strengths of Spin’s North American distribution, proprietary content and business relationships with Wild Streak’s proven premium content and Oryx’s modern, fully owned technology stack, European distribution and exclusive content portfolio, to grow its business as a vertically integrated B2B provider to regulated online casino, online sports betting and land-based casino markets globally.

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

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

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| --- | --- | | 4. | OVERVIEW OF Q2 2022 | | --- | --- | | 4.1 | Executive summary | | --- | --- |

Financial performance in the second quarterof 2022

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

The Corporation’s revenue^1^ for the period ended June 30, 2022 increased from the same period in the previous year by 34.2% to EUR 20.8m (Q2 2021: EUR 15.5m) and 7.4% from the previous quarter (Q1 2022: EUR 19.4m) with the underlying business revenue (excluding Wild Streak and Spin) up 25.0% compared to the same period in the previous year, continuing the solid quarterly growth momentum since Q1 2019. Wild Streak and Spin revenue for the period was EUR 1.8m (Q2 2021: EUR 0.3m). The Group’s year-over-year revenue growth was mainly organic through its existing customer base, the onboarding of new customers in various jurisdictions and a strong revenue performance from Wild Streak which was acquired in June 2021.

The Corporation’s revenue growth was mainly derived from the games and content segment which amounted to EUR 14.4m (Q2 2021: EUR 13.4m) and accounted for 69.3% (Q2 2021: 86.8%) of total revenues, as demand for the Group’s unique content continues to grow. The Corporation’s growth has been underpinned by continued investment and innovation in its technology and product offerings. These investments were pivotal to the performance of the PAM and managed services segments throughout the period, including content delivery, data analytic tools and customer engagement platforms, demonstrating the Corporation’s potential to further leverage its technology, diversify its product mix and accelerate growth.

The management is pleased with the growth in gameplay, unique player numbers and the overall level of customer engagement. Total wagering generated via games and content offered by Oryx, Wild Streak and Spin in the period was up by 9.0% from the same period in the previous year to EUR 4.2 billion (Q2 2021: EUR 3.8 billion) with 9.2% growth from the previous quarter (Q1 2022: EUR 3.8 billion).

The number of unique players using Oryx games and content decreased by 9.5% to 2.1m (Q2 2021: 2.3m) but increased by 5.0% from previous quarter (Q1 2022: 2.0m). The decrease in unique players from the previous year is a direct result of the reduction in the revenue and level of activity from German customers due to the new gameplay and tax regulations introduced on July 1, 2021.

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

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Gross profit increased compared to the same period in the previous year by 65.5% to EUR 11.6m (Q2 2021: EUR 7.0m) with gross margins increasing by 10.6% to 55.9% (Q2 2021: 45.3%), This improvement is primarily due to a higher proportion of revenue derived from our iGaming platform and managed services and an increase in Wild Streak games and content revenue which has no cost of sales compared to third party games and content which have associated third party costs.

Selling, general and administrative expenses increased from the same period in the previous year by 28.1% to EUR 11.3m (Q2 2021: EUR 8.9m) but declined as a percentage of total revenue to 54.6% (Q2 2021: 57.2%). The increase of costs is in line with the Corporation’s growth strategy, as the Corporation continues to build its foundation as a scalable and innovative vertically integrated iGaming content and technology provider in the iGaming industry.

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

Salaries and subcontractors increased by 36.3% to EUR 5.0m (Q2 2021: EUR 3.7m) as the Corporation continued to invest in expanding its technology and product teams including software developers, product managers, analytics professionals, and executive team to source new customers, maintain growth from its existing customer base, expansion into new markets, adjustments to regulatory requirements and enhancement of its technology offering. An exceptional cost in the value of EUR Nil (Q2 2021: 0.6m) is related to the termination of the employment contract of the previous interim CEO in June 2021.

Share based payment costs decreased by EUR 0.1m to EUR 0.8m (Q2 2021: EUR 0.9m) related to the share-based incentive plan awards to new directors and management composed of DSUs and RSUs.

Total employee costs (including share-based payments charge) increased by 27.1% to EUR 5.8m (Q2 2021: EUR 4.5m) mainly due to an increased headcount in technology, product and senior management teams, offset by lower share-based payment costs and one-off payment for the termination of an employment agreement in the previous period.

B.	IT and hosting increased by<br> 58.0% to EUR 0.6m (Q2 2021: EUR 0.4m) mainly due to an increase in gaming activity and costs<br> of servers in various jurisdictions in line with the total revenue growth.
C.	Professional fees decreased<br> by EUR 0.2m to EUR 0.9m (Q2 2021: EUR 1.1m) and are comprised of audit and tax advisory,<br> legal, recruitment, regulatory and licencing costs which are related to various jurisdictions,<br> mainly in the U.S. the Canadian markets, as part of the of expansion into new markets.
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D.	Corporate costs decreased by<br> EUR 0.2m to EUR 0.3m (Q2 2021: EUR 0.5m) as a result of a reduction in the level of investment<br> into the investor and public relations activities as part of the overall corporate strategy.
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E.	Sales and marketing increased<br> by EUR 0.4m to EUR 0.6m (Q2: 2021: EUR 0.2m) and mainly related to the increase in sales<br> and gaming sector events (EUR 0.2m) and the increase in games and content promotion activities<br> (EUR 0.4m)
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| --- | --- | | F. | Bad debt expense increased by EUR 0.2m to EUR 0.3m (Q2 2021: EUR 0.1m) as a result of remeasurement of risk in the aging and liquidity of trade receivables while progressing in improving the billing processes and collection of customer funds. | | --- | --- | | G. | Transaction and acquisition costs decreased by EUR 0.5m to EUR 0.1m (Q2 2021: EUR 0.6m) due to a reduction in costs related to the deployment of the Corporation’s M&A strategy which includes legal, financial, tax and technical processes that took place in previous periods. | | --- | --- | | H. | Other operational costs amounted to EUR 0.7m (Q2 2021: EUR 0.4m) relating predominantly to an increase in the premium in relation to the Corporation’s directors and officers and erosion and omission insurance of EUR 0.3m (Q2 2021: EUR 0.1m). | | --- | --- |

Total net income for the period amounted to EUR 0.1m (Q2 2021: net loss of EUR 2.3m) predominantly driven by increased gross profit of EUR 4.6m in the period, gain on remeasurement of deferred consideration of EUR 0.5m, the reduction of the transactional costs of EUR 0.5m and professional fees and corporate costs of EUR 0.4m, partially offset by the incremental increase in total employee costs (including share based compensation) of EUR 1.3m, sales and marketing activities of EUR 0.4m, and depreciation and amortisation in the sum of EUR 0.8m.

The Corporation’s Adjusted EBITDA increased from the same period in the previous year by 62.9% to EUR 3.1m (Q2 2021: EUR 1.9m) with Adjusted EBITDA margins increasing by 2.6% to 14.9% (Q2 2021: 12.3%) with a decline of 0.4% from the previous quarter (Q1 2022: 15.3%). The increase in margin derives mainly as a result of scale and improvement in the product mix of iGaming and managed services, offset by the increased salaries and subcontractor costs as part of the Corporation’s strategy of investment in the expansion of its software development, product and senior management functions. A reconciliation between the current and prior year’s reported figures to Adjusted EBITDA is shown in Note 5.3.

Cash flows from operating activities for the period ended June 30, 2022 amounted to EUR 3.7m (Q2 2021: cash flows used in operating activities of EUR 0.8m). The increase was primarily due to improvement in the performance of the underlying business and working capital movements offset by the change in income tax payable in the period.

Cash flows used in investing activities amounted to EUR 10.3m (Q2 2021: EUR 8.9m) an increase of EUR 1.4m from the previous period. During both periods the corporation invested in consideration paid upon the business combination for Spin and in Wild Streak in June 2022 and June 2021, respectively. Spin cash consideration plus prepaid consideration totalled EUR 9.0m (Q2 2021: Wild Streak cash consideration of EUR 8.2m). In addition, the corporation continued its investment in intangible assets, mainly in software development costs, totalling EUR 1.5m (Q2 2021: EUR 0.8m).

Cash flows used in financing activities amounted to EUR 0.7m (Q2 2021: cash flows from financing activities of EUR 0.6m), a reduction from the previous period as financing activities were mainly attributable to repayment of loans in the total value EUR 0.7m (Q2 2021: Nil) relating to the Spin acquisition.

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Financial performance in the first half of2022

Revenues

The Corporation’s revenue for the first half of 2022 increased from the same period in the previous year by 35.3% to EUR 40.2m (H1 2021: EUR 29.7m) continuing a solid quarterly growth momentum since Q1 2019. The Group’s positive year-over-year revenue growth was derived mainly from organic growth from its existing customer base, the onboarding of new customers in various jurisdictions and a strong revenue performance from the acquisition of Wild Streak in June 2021.

Gross profit

Gross profit for the first half of 2022 increased from the same period in the previous year by 58.3% to EUR 21.6m (H1 2021: EUR 13.7m) with gross margins increasing by 7.8% to 53.9% (H1 2021: 46.1%), due a higher proportion of revenue derived from our iGaming platform and managed services and an increase in Wild Streak games and content revenue which has no cost of sales compared to third party games and content which have associated third party cost.

Expenses

Cost of goods amounted to EUR 18.5m (H1 2021: EUR 16.0m) an increase of 15.6% from the same period in the previous year, representing 46.1% of corporation’s revenue, a decrease of 7.8% (H1 2021: 53.9%) mainly derived from the shift towards iGaming platform, managed services and an increase in Wild Streak games and content revenue which has no cost of sales compared to third party games and content which have associated third party cost.

Operating expenses amounted to EUR 21.1m an increase of EUR 5.1m from the same period in the previous year (H1 2021: EUR 16.0m).

Expenses were mainly driven by a EUR 2.7m increase in salaries and subcontractor costs to support the Corporation’s growth in technology, product, compliance, sales and management, an increase of EUR 1.1m in sales and marketing as part of the Corporation’s investment in promoting its services and products, an increase of EUR 0.3m in other operational costs associated with directors and officers and error and omission insurance and EUR 1.6m of depreciation and amortization. These adverse movements have been offset by a reduction in transaction and acquisition costs of EUR 0.8m and gain on remeasurement of deferred consideration of EUR 0.5m.

Profitability

Adjusted EBITDA amounted to EUR 6.1m (H1 2021: EUR 4.2m) an increase of EUR 1.8m for the period with margins increasing by 0.8% to 15.1% (H1 2021: 14.3%).

Operating income amounted to EUR 0.5m (H1 2021: operating loss of EUR 2.3m) an increase of EUR 2.8m as a result of the increase of gross profit of EUR 8.0m offset by increase in selling general and administrative expenses of EUR 5.6m.

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Cash flow

Cash flows used in operating activities for the period ended June 30, 2022, amounted to EUR 7.5m (H1 2021: EUR 2.1m). The increase of EUR 5.4m was primarily due to improvement in the performance of the underlying business of EUR 3.7m and working capital movements of EUR 1.6m.

Investments

Cash flow used in investing amounted to EUR 11.9m (H1 2021: EUR 21.0m), a reduction of EUR 9.1m from the same period in the previous year, and is mainly attributable to Nil (H1 2021: EUR 11.5m) outflow of deferred and contingent consideration payments during the period relating to the earnout payment of the Oryx acquisition. During both periods the Corporation paid cash consideration plus prepaid consideration for the acquisition of Spin and Wild Streak in June 2022 and June 2021, respectively. Total cash consideration paid in respect of Spin was EUR 9.3m (Q2 2021: cash consideration in respect of Wild Streak of EUR 8.2m). In addition, the corporation continued its investment in intangible assets, mainly in software development costs, totalling EUR 2.7m (H1 2021: EUR 1.4m).

Financing

Financing activities amounted to a net outflow of EUR 0.8m (H1 2021: inflow EUR 12.6m) which is predominantly related to the previous period net proceeds from the exercise of warrants and broker compensation options in the value of EUR 10.8m relating to the November 2020 Public Offering, and EUR 1.3m relating to the private placement in which the board of directors and officers participated on January 13, 2021. During the period EUR 0.7m (H1 2021: Nil) outflow was related to the repayment of loans in relation to the Spin acquisition.

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Financial position:

Cash and cash equivalents as of June 30, 2022, amounted to EUR 11.0m (December 31, 2021: EUR 16.0m) a decrease of EUR 5.0m primarily as a result of the EUR 9.3m cash investment, including prepaid consideration, for the acquisition of Spin in June 2022, offset by strong trading and changes in the working capital position in the period.

Trade and other receivables as of June 30, 2022, totaled EUR 10.5m (December 31, 2021: EUR 8.5m) up by EUR 2.0m mainly an increase of revenue performance during the period offset by an increase in provision against expected credit losses of EUR 0.2m in which an amount of EUR 0.2m of doubtful debt relating to old accounts was written off.

Prepaid expenses and other assets as of June 30, 2022, decreased by EUR 0.7m to EUR 1.8m (December 31, 2021: EUR 2.4m) due to settlement of the prepaid consideration upon completion of the Spin transaction in the total value of EUR 1.3m.

Trade payables and other liabilities as of June 30, 2022, increased by EUR 5.2m to EUR 19.6m (December 31, 2021: EUR 14.4m) as result of a EUR 5.1m increase in trade payables and accrued liabilities to EUR 19.0m (December 31, 2021: EUR 13.8m), and an increase in other payables of EUR 0.5m (December 31, 2021: EUR 0.1m), offset by a decrease in sales tax payable of EUR 0.4m to EUR nil (December 31, 2021: EUR 0.4m).

Other activities during Q2 2022

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

Other:

(1)	Share Capital: As at June 30, 2022,<br> the number of issued and outstanding shares was 21,105,868 (December 31, 2021: 19,956,034),<br> the number of outstanding awards from equity incentive plans was 2,530,836 (December 31,<br> 2021: 2,298,247), and the number of outstanding warrants was 16,886 (December 31, 2021:<br> 16,886).
(2)	Employees: As at June 30, 2022,<br> the Corporation employed 388 employees ,contractors and sub-contractors (December 31,<br> 2021: 286) across Europe, North America and India.
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Strategic progress

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

1. Focus on Core Business Growth:

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

During the second quarter of 2022, the Corporation launched 17 new online casino games with exclusive distribution rights, including eight from its proprietary studios. During the quarter it added over 500 unique titles from third party studios as part of its games aggregation offering, taking the total unique online games titles available in various markets to over 6,000 as of June 30, 2022. Through its proprietary Wild Streak land-based division, the Corporation began shipping its Greek/Lucky Lightning slot in partnership with International Game Technology (“IGT”) in the second quarter of 2022, and it also extended its collaboration with IGT during the quarter with an agreement to develop four more exclusive land-based slot titles for the gaming technology supplier.

The Corporation continued to expand its operations in existing markets during the quarter, with the launch of a new turnkey customer, 711.nl in the Netherlands on April and the announcement of a new turnkey agreement with BetNation.nl in April, both in the recently regulated Dutch market. During the quarter the Corporation launched its content in the UK with Casumo and Jumpman Gaming and in the Netherlands with FairPlay.nl. Other core business developments during the quarter included an extended agreement to build further Wild Streak land-based titles with IGT, an agreement to distribute Stakelogic Live casino games via its aggregation platform and an extended deal with slots studio Kalamba to distribute games in North America.

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For the three months ended June 30, 2022, customer concentration from the top 10 customers was 71.0% of total revenues, an increase of 13.9% compared to 57.1% of total revenues for the same period in the previous year. As of June 30, 2022, the Corporation’s total customer base was 176 customers (Q2 2021: 125), in which an amount of 26 customers (Q2 2021: Nil) were added as part of the Spin acquisition. A customer is a company or group of companies with one or more online casino operating licenses and one or more active online casino brands.

2. Develop Games through In-House Studios:

The Corporation is focused on developing more proprietary casino content, which the Corporation believes offers significant Adjusted EBITDA margin expansion opportunities by capturing a greater share of revenue generated from games. The Corporation aims to capture between 90% to 100% of the revenue from proprietary games, compared to historically capturing approximately only 30% to 35% of revenue from the distribution of exclusive and non-exclusive third-party games. Leveraging its many years of experience in game development and its proprietary player engagement tools, the Corporation aims to design its games to produce an enhanced player experience and increase their Life-Time-Value (“LTV”). The Corporation’s access to data through in-game performance monitoring features also allows it to constantly create and adjust products to better serve players’ continuously shifting preferences. The Corporation is then able to distribute new and improved content to all operators on its network.

In line with this strategy, during the second quarter of 2022, the Corporation launched five slot titles from its proprietary studios: three from Oryx Gaming and two from Atomic Slot Lab. The early positive performance of these new proprietary games is helping the Corporation deliver on its strategy to grow revenue and capture a greater share of revenue generated from the games it releases.

3. Focus on M&A and Other StrategicTransactions:

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

4. Expansion into new markets:

The Corporation continues to follow a strategy of growth through expansion into new markets. During the second quarter, the Corporation launched its content in Ontario, Canada, a newly regulated market from April 4 with 888 and with SkillOnNet, while in Portugal, an existing regulated market, with Betclic. As other geographies continue to adopt regulations in favour of online gaming, the Corporation believes it is well-positioned to expand into new markets. Bragg’s geographic growth strategy is driven by regulatory approvals and the subsequent creation of a new market. Markets where growth opportunities have been identified include the United States, Canada, Italy and Latin America. Within Europe, the Corporation’s goal is to further diversify across the region and increase market share through strategic partnerships with suppliers and operators and through acquisitions.

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5. Expanding offering by introducing exclusivecontent:

The Corporation expects to expand its offering of premium exclusive third-party content. Through new investments and partnerships with more studios, it intends to increase distribution of premium and localized content. It anticipates that these exclusive deals as well as original content will allow the Corporation to create bespoke content adjustable to the markets in which it currently operates or plans to enter. The Corporation released eleven new exclusive games during the second quarter of 2022, including two from its proprietary Atomic Slot Lab studio, three from its proprietary Oryx Gaming studio, and two from recently announced third party studio partner Blue Guru.

Outlook

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

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

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| --- | --- | | 5. | FINANCIAL RESULTS | | --- | --- | | 5.1 | Basis of financial discussion | | --- | --- |

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

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

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| --- | --- | | 5.2 | Selected interim information | | --- | --- |

The following is selected financial data of the Corporation for the three and six months ended June 30, 2022, and 2021.

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

	Three Months Ended		Three Months Ended			Six Months Ended			Six Months Ended
	June 30,		June 30,			June 30,			June 30,
EUR 000	2022		2021			2022			2021
Revenue		20,794		15,491			40,154			29,687
Net Income (Loss)		90		(2,331	)		(630	)		(3,405	)
EBITDA		2,635		(774	)		3,983			(437	)
Adjusted EBITDA		3,096		1,900			6,051			4,242
Basic and diluted income (loss) per share		0.00		(0.11	)		(0.03	)		(0.17	)
	As at		As at
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	June 30,		December 31,
	2022		2021
Total assets		99,669		83,390
Total non-current financial liabilities		3,001		451
Dividends paid		nil		nil

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

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 16 |

| --- | --- |

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

5.3	Other financial information

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

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
EUR 000	2022			2021			2022			2021
Operating income (loss)		752			(1,825	)		524			(2,324	)
Depreciation and amortization		1,883			1,051			3,459			1,887
EBITDA		2,635			(774	)		3,983			(437	)
Depreciation of right-of-use assets		(48	)		(37	)		(89	)		(75	)
Lease interest expense		(4	)		(5	)		(8	)		(10	)
Share based compensation		797			891			2,097			2,200
Transaction and acquisition costs		146			573			346			1,136
Exceptional costs		39			1,252			191			1,428
Gain on remeasurement of contingent consideration		(469	)		-			(469	)		-
Adjusted EBITDA		3,096			1,900			6,051			4,242

In the six months ended June 30, 2022, exceptional costs include one-time costs for the Corporation of EUR 0.2m related to legal and professional fees and other non-recurring regulatory and legal matters. In the six months ended June 30, 2021 EUR 0.6m is related to the termination of the employment contract of the previous interim CEO in June 2021 and EUR 0.6m is related to legal and professional fees on the Nasdaq listing.

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 17 |

| --- | --- |

Gain on remeasurement of contingent consideration of EUR 0.5m is due to remeasurement of the present value of deferred share consideration in relation to the acquisition of Spin (H1 2021: nil).

5.4	Selected financial information

Selected financial information is as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
EUR 000	2022		2021			2022		2021
Revenue		20,794		15,491			40,154		29,687
Operating income (loss)		752		(1,825	)		524		(2,324	)
EBITDA		2,635		(774	)		3,983		(437	)
Adjusted EBITDA		3,096		1,900			6,051		4,242
	As at		As at
---	---	---	---	---
	June 30,		December 31,
	2022		2021
Total assets		99,669		83,390
Total liabilities		28,386		17,195

TRADE AND OTHER RECEIVABLES

	As at			As at
	June 30,			December 31,
EUR 000	2022			2021
Less than one month		10,779			8,717
Between two and three months		903			747
Greater than three months		1,386			1,405
		13,068			10,869
Provision for expected credit losses		(2,613	)		(2,415	)
Trade and other receivables		10,455			8,454

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 18 |

| --- | --- |

TRADE PAYABLES AND OTHER LIABILITIES

	As at		As at
	June 30,		December 31,
EUR 000	2022		2021
Trade payables		5,013		1,464
Accrued liabilities		13,962		12,380
Sales tax payable		-		444
Other liabilities		579		69
Trade payables and other liabilities		19,554		14,357
5.5	Summary of quarterly results
---	---

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

	3Q20		4Q20		1Q21		2Q21		3Q21		4Q21		1Q22		2Q22
****	2020			****	2021							****	2022
EUR 000	Q3		Q4		Q1		Q2		Q3		Q4		Q1		Q2
Revenue	11,714		13,778		14,196		15,491		12,874		15,758		19,360		20,794
Operating income (loss)	(2,282	)	(5,296	)	(499	)	(1,825	)	(2,276	)	(1,902	)	(228	)	752
EBITDA	(1,533	)	(4,623	)	337		(774	)	(943	)	(325	)	1,348		2,635
Adjusted EBITDA	1,834		1,259		2,342		1,900		1,418		1,538		2,955		3,096
Income (Loss) per share (EUR) - Basic and diluted	(0.39	)	(5.20	)	(0.06	)	(0.11	)	(0.12	)	(0.08	)	(0.03	)	0.00

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 19 |

| --- | --- | | 5.6 | Liquidity and capital resources | | --- | --- |

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

	As at			As at
	June 30,			December 31,
EUR 000	2022			2021
Cash and cash equivalents		11,046			16,006
Trade and other receivables		10,455			8,454
Prepaid expenses and other assets		1,764			2,442
Consideration receivable		-			56
Current liabilities excluding deferred consideration		(22,321	)		(15,317	)
Net working capital		944			11,641
Deferred consideration		(1,378	)		-
Net current (liabilities) assets		(434	)		11,641

Deferred consideration of EUR 1,378 is related to deferred share consideration upon the acquisition of Spin on June 1, 2022 (December 31, 2021: Nil).

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


Trade payables and other liabilities	19,554	-	-	-	-	19,554
Lease obligations on right of use assets	217	287	161	160	-	825
Other non-current liabilities	-	1	1	1	236	239
	19,771	288	162	161	236	20,618

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 20 |

| --- | --- |

MARKET RISK

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

FOREIGN CURRENCY EXCHANGERISK

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

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 21 |

| --- | --- | | 5.7 | Cash flow summary | | --- | --- |

The cash flow may be summarized as follows:

	Six Months Ended June 30,
EUR 000	2022			2021
Operating activities		7,463			2,149
Investing activities		(11,873	)		(21,004	)
Financing activities		(835	)		12,590
Effect of foreign exchange		285			1,129
Net cash flow from operations		(4,960	)		(5,136	)

Cash flows used in investing activities is primarily due to EUR 8.5m in cash consideration paid upon business combination (six months ended June 30, 2021: EUR 8.2m), additions to intangible assets of EUR 2.7m (six months ended June 30, 2021: EUR 1.4m), and prepaid consideration in relation to the acquisition of Spin of EUR 0.8m (six months ended June 30, 2021: Nil). Cash flows used in investing activities in the comparative period also include the final settlement of the Oryx earn out on January 18, 2021, of EUR 11.5m.

	Six Months Ended June 30,
EUR 000	2022			2021
Purchases of property and equipment		(153	)		(51	)
Additions in intangible assets		(2,744	)		(1,426	)
Proceeds from sale of discontinued operations		91			76
Consideration paid upon business combination		(8,488	)		(8,206	)
Cash acquired from business combination		242			124
Prepaid consideration		(821	)		-
Deferred and contingent consideration payments		-			(11,521	)
Cash flows used in investing activities		(11,873	)		(21,004	)

In the six months to June 30, 2022 cash flows used in financing activities primarily consist of repayment of loans totalling EUR 0.7m (six months ended June 30, 2021: EUR nil) inherited upon the acquisition of Spin. Cash flows from financing activities in the comparative period consist of net proceeds from the exercise of warrants and broker warrants issued as part of the November 2020 equity raise of EUR 10.8m, and EUR 1.3m of net proceeds from shares issued to directors and officers of the Corporation in connection with a private placement.

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 22 |

| --- | --- | | | Six Months Ended June 30, | | | | | | | --- | --- | --- | --- | --- | --- | --- | | EUR 000 | 2022 | | | 2021 | | | | Proceeds from exercise of warrants and broker warrants | | - | | | 10,817 | | | Proceeds from exercise of stock options | | 10 | | | 625 | | | Proceeds from shares issued upon private placement, net of issuance costs | | - | | | 1,310 | | | Repayment of lease liability | | (64 | ) | | (70 | ) | | Repayment of loans | | (661 | ) | | - | | | Interest income | | 9 | | | 38 | | | Interest and financing fees | | (129 | ) | | (130 | ) | | Cash flows (used in) from financing activities | | (835 | ) | | 12,590 | | | 6 | TRANSACTIONS BETWEEN RELATED PARTIES | | --- | --- |

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

Key Management Personnel

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

•	Revenues for the three and six months<br> ended June 30, 2022, to a shareholder of the Corporation totalled EUR 31 and EUR 55,<br> respectively (three and six months ended June 30, 2021: EUR 28 and EUR 49, respectively).
•	Total compensation for salaries,<br> director fees, share-based compensation, and short-term employee benefits of key management<br> personnel of the Corporation for the three and six months ended June 30, 2022, totalled<br> EUR 1,339 and EUR 2,645, respectively (three and six months ended June 30, 2021: EUR<br> 2,645 and EUR 4,344, respectively).
---	---
•	Total compensation for salaries and<br> short-term employee benefits of vendors of the sale of Wild Streak and Spin and subsequently<br> employees of the Corporation for the three and six months ended June 30, 2022, totalled<br> EUR 200 and EUR 322, respectively (three and six months ended June 30, 2021: EUR 37).
---	---

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 23 |

| --- | --- | | • | Gain on remeasurement of deferred consideration payable to the vendors of Spin and subsequently employees of the Corporation for the three and six months ended June 30, 2022, totalled EUR 469 (three and six months ended June 30, 2021: EUR nil). | | --- | --- | | • | Interest expense on deferred consideration payable to the vendors of Spin and subsequently employees of the Corporation for the three and six months ended June 30, 2022, totalled EUR 34 (three and six months ended June 30, 2021: EUR nil). | | --- | --- | | • | Interest expense on deferred and contingent consideration payable to the former Managing Director of Oryx for the three and six months ended June 30, 2022, totalled EUR nil (three and six months ended June 30, 2021: EUR 52). | | --- | --- | | • | During the three and six months ended June 30, 2022, legal fees of EUR nil payable to the former Managing Director of Oryx in relation to the Oryx earn-out was recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) (three and six months ended June 30, 2021: EUR 25). | | --- | --- | | • | During the three and six months ended June 30, 2022, professional fees of EUR 12 and EUR 22, respectively, payable to a related businesses of a member of the Board of the Corporation was recognized in the consolidated statements of income (loss) and comprehensive income (loss) (three and six months ended June 30, 2021: EUR 64 and EUR 85, respectively). | | --- | --- | | • | As at June 30, 2022, EUR 39 of trade and other receivables was receivable from the former Managing Director of Oryx and other shareholders (December 31, 2021: EUR 47). | | --- | --- | | • | As at June 30, 2022, EUR 67 of prepaid expenses and other assets was receivable from a related business of a non-executive director of the Corporation (December 31, 2021: EUR 62). | | --- | --- | | • | As at June 30, 2022, EUR 704 of trade payables and other liabilities was due to the Corporation’s key management personnel (December 31, 2021: EUR 1,924). | | --- | --- | | • | As at June 30, 2022, EUR 116 of trade payables and other liabilities was due to the vendors of the sale of Wild Streak and Spin and subsequently employees of the Corporation (December 31, 2021: EUR 62). | | --- | --- | | • | As at June 30, 2022, EUR 3,948 of deferred consideration was payable to the vendors of Spin and subsequently employees of the Corporation (December 31, 2021: EUR nil). | | --- | --- | | • | During the three and six months ended June 30, 2022, EUR nil, of share capital (three and six months ended June 30, 2021: EUR nil and EUR 22,000, respectively) was issued to the former Managing Director of Oryx upon completion of the earn-out. A corresponding decrease in shares to be issued was recognized in the interim unaudited condensed consolidated statements of changes in equity. | | --- | --- | | • | During the three and six months ended June 30, 2022, EUR 6,764, of share capital (three and six months ended June 30, 2021: EUR nil) was issued to the vendors of Wild Streak. A corresponding decrease in shares to be issued was recognized in the interim unaudited condensed consolidated statements of changes in equity. | | --- | --- | | • | During the three and six months ended June 30, 2022, EUR 1,426, of share capital (three and six months ended June 30, 2021: EUR nil) was issued to the vendors of Spin as share consideration for the acquisition of Spin. | | --- | --- | | • | During the three and six months ended June 30, 2022, EUR 6,982 of shares to be issued (three and six months ended June 30, 2021: EUR 15,310) to the vendors for the sale of Wild Streak was recognized in the interim unaudited condensed consolidated statements of changes in equity. | | --- | --- | | • | During the three and six months ended June 30, 2022, EUR nil of additional share capital was recognized in the interim unaudited condensed consolidated statements of changes in equity in relation to the private placement by key management personnel of the Corporation (three and six months ended June 30, 2021: EUR nil and EUR 1,918, respectively). | | --- | --- |

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 24 |

| --- | --- | | • | During the three and six months ended June 30, 2022, EUR nil additional share capital, was recognized in the interim unaudited condensed consolidated statements of changes in equity for exercise of DSUs, RSUs and FSOs by key management personnel of the Corporation (three and six months ended June 30, 2021: EUR 143 and EUR 410, respectively). | | --- | --- | | • | During the three and six months ended June 30, 2022, a total of EUR nil in payments were made to the former Managing Director of Oryx for deferred consideration (three and six months ended June 30, 2021: EUR nil and 11,521, respectively). | | --- | --- | | • | During the three and six months ended June 30, 2022, a total of EUR nil in payments were made to the former Managing Director of Oryx for interest on deferred and contingent consideration payable (three and six months ended June 30, 2021: EUR nil and EUR 140, respectively). | | --- | --- | | • | During the three and six months ended June 30, 2022, a total of EUR 10,626 in cash consideration payments were made to the vendors of the sale of Spin and Wild Streak (three months and six months ended June 30, 2021: EUR 8,206). | | --- | --- | | • | During the three and six months ended June 30, 2022, a total of EUR 664 in in loan payments were made to the vendors of the sale of Spin (three months and six months ended June 30, 2021: EUR nil). | | --- | --- | | 7 | DISCLOSURE OF OUTSTANDING SHARE DATA | | --- | --- |

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

	June 30,		August 9,
	2022		2022
Common Shares		21,105,868		21,105,868
Broker Warrants		16,886		16,886
Fixed Stock Options		1,940,936		1,940,936
Restricted Share Units		315,000		315,000
Deferred Share Units		274,900		274,900
		23,653,590		23,653,590

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 25 |

| --- | --- | | 8 | SIGNIFICANT ACCOUNTING ESTIMATES | | --- | --- |

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

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

Management continually evaluates the estimates and judgments it uses.

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

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

-	Judgments made in relation to accounting policies applied

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

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 26 |

| --- | --- | | - | Key sources of estimation | | --- | --- |

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

Impairment of accounts receivable

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

-	movement of impairment measurement between<br> the three stages of the ECL model, based on the assessment of the increase in credit risks<br> on accounts receivables. The assessment of changes in credit risks includes qualitative and<br> quantitative factors of the accounts, such as historical credit loss experience and external<br> credit scores,
-	thresholds for significant increase in<br> credit risks based on changes in probability of default over the expected life of the instrument<br> relative to initial recognition; and
---	---
-	forecasts of future economic conditions.
---	---

Leases

-	Judgments made in relation to accounting policies applied

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 27 |

| --- | --- | | - | Key sources of estimation | | --- | --- |

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

Warrants and share options

-	Judgments made in relation to accounting policies applied

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

-	Key sources of estimation

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

Long-term employee benefits obligations

-	Judgments made in relation to accounting policies applied

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

-	Key sources of estimation

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 28 |

| --- | --- | | 9 | CHANGES IN ACCOUNTING POLICY | | --- | --- |

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

10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

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

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

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

11	RISK FACTORS AND UNCERTAINTIES

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

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 29 |

| --- | --- |

Limitedoperating history

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

Key personnel

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

Additionalfinancing requirements

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

Competition

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 30 |

| --- | --- |

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

Managementof growth

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

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

Absenceof profits

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

Conflictsof interest

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 31 |

| --- | --- | | 12 | ADDITIONAL INFORMATION | | --- | --- |

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

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

| Bragg Gaming Group Inc<br> Management Discussion & Analysis<br> June 30, 2022 | 32 |

| --- | --- |

Exhibit 99.3

FORM 52-109F2

CERTIFICATIONOF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A<br>(together, the "interim filings") of Bragg Gaming Group Inc. (the "issuer") for the interim period ended June30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable<br>diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be<br>stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to<br>the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence,<br>the interim financial report together with the other financial information included in the interim filings fairly present in all material<br>respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented<br>in the interim filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting<br>(ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings,<br>for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2<br>and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide<br>reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly<br>during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim<br>filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within<br>the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable<br>assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br>with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying<br>officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO)<br>Internal Control-Integrated Framework.
---	---

5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A<br>any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022<br>that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
---	---
Date: August 9, 2022.
---
/s/ Yaniv Sherman
Yaniv Sherman
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATIONOF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A<br>(together, the "interim filings") of Bragg Gaming Group Inc. (the "issuer") for the interim period ended June30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable<br>diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be<br>stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to<br>the period covered by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence,<br>the interim financial report together with the other financial information included in the interim filings fairly present in all material<br>respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented<br>in the interim filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are<br>responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting<br>(ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings,<br>for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2<br>and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide<br>reasonable assurance that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly<br>during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim<br>filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within<br>the time periods specified in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable<br>assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br>with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying<br>officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO)<br>Internal Control-Integrated Framework.
---	---

5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A<br>any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022<br>that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
---	---
Date: August 9, 2022.
---
/s/ Ronen Kannor
Ronen Kannor
Chief Financial Officer

Exhibit 99.5

A picture containing text, clipart
Description automatically generated

BRAGG GAMING GROUP REPORTS RECORD SECOND QUARTERRESULTS

AS REVENUE RISES 34.2% TO €20.8 MILLION(USD $21.3 MILLION)

New Customers, Rollout of New Proprietary Gamesand Market Expansion in Europe and North America Driving Consistent Revenue Growth

Gross Profit Rises 65.5% to Quarterly Record €11.6 Million (USD $11.9 Million); Gross Profit MarginIncreases 1,060 Basis Points Year-over-Year and by 410 Basis Points from Q12022 to QuarterlyRecord 55.9%

Adjusted EBITDA Improves 62.9% Year-over-Yearto €3.1 Million (USD $3.2 Million)

Raises Full Year 2022 Guidance for Revenueof €76-80 million (USD $78-82 Million) and Adjusted EBITDA of €10-11 million (USD $10-11 Million)

TORONTO, August 9, 2022 – Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) ("Bragg" or the "Company"), a global B2B gaming technology and content provider, today reported record financial results for the second quarter ended June 30, 2022. The Company also provided an update on its strategic growth initiatives and raised its full year 2022 revenue and Adjusted EBITDA guidance.

Summary of Q2 2022 Financial and OperationalHighlights

Euros (millions)^(1)^	2Q22			2Q21
Revenue	€	20.8		€	15.5		34.2	%
Gross profit	€	11.6		€	7.0		65.5	%
Gross profit margin		55.9	%		45.3	%	1060	bps
Adjusted EBITDA^(2)^	€	3.1		€	1.9		62.9	%
Adjusted EBITDA margin		14.9	%		12.3	%	260	bps
Wagering revenue	€	4.2	B	€	3.8	B	9.0	%
(1)	Bragg’s reporting currency is Euros. The exchange rate provided for U.S. dollars is 1.023. Due to fluctuating currency exchange,<br>this rate is provided for convenience only.
---	---
(2)	Adjusted EBITDA is a non-IFRS measure. For important information on the Company’s non-IFRS measures, see “Non-IFRS Financial<br>Measures” below.

Chief Executive Officer Commentary

“Our strong second quarter results include significant year-over-year growth, as well as quarterly-sequential improvements for revenue, gross profit, gross profit margin and Adjusted EBITDA,” said Yaniv Sherman, Chief Executive Officer for Bragg Gaming Group. “In the 2022 second quarter, we generated quarterly records for revenue of EUR €20.8 million (USD $21.3 million), gross profit of EUR €11.6 million (USD $11.9 million), gross profit margin of 55.9%, and Adjusted EBITDA of EUR €3.1 million (USD $3.2 million). Our operating momentum highlights our continued success in serving a growing base of customers in an expanding number of regulated global iGaming markets, with turnkey iGaming solutions that power their businesses, including proprietary and exclusive third-party content.

“Following the completion in June of our acquisition of Spin Games, Bragg possesses the product development capabilities, industry expertise and licensed footprint across Europe and North America to achieve further and consistent progress on our content and market expansion growth initiatives. Our content development and distribution efforts, led by our four in-house game studios, are focused on leveraging proprietary design, game mechanics and math capabilities to develop games that address local player preferences across European and North American markets. We expect to release approximately 22 proprietary games this year representing a 120% increase from 2021, with our game development roadmap poised to accelerate our new game releases next year and beyond. In addition, we will supplement our internal game development efforts with agreements for Bragg to exclusively distribute games from established popular third-party studios. We expect our execution against our content development and distribution strategy will result in a higher level of desirable ‘real estate’ allocation on leading iGaming operators’ sites, leading to higher player engagement that drives further top-line growth and margin improvement.

“The North American iGaming market continues to grow. We expect to leverage our expertise and differentiated product and technology advantages to drive consistent growth with leading operators in these markets. This includes content localization and customization that addresses popular online and land-based themes.”

Mr. Sherman concluded, “Reflecting our strong performance through the first half of the year and our ongoing business momentum, we are raising our guidance for 2022 full year revenue and Adjusted EBITDA to new ranges of EUR €76-80 million (USD $78-82 million) and EUR €10-11 million (USD $10-11 million), respectively. As demonstrated by our operating results to-date in 2022, our success with these efforts is driving strong top-line growth and margin improvement, highlighting our ability to deliver near- and long-term shareholder value.”

Second Quarter 2022 Financial Results and otherKey Metrics Highlights

●	Revenue increased by 34.2% to EUR €20.8 million (USD $21.3 million) compared to EUR €15.5 million<br>(USD $15.9 million) in 2Q21.
●	Wagering revenue generated by customers of €EUR 4.2 billion (USD $4.3 billion) increased from EUR €3.8<br>billion (USD $3.9 billion) in 2Q21. Wagering revenue in 2Q22 reflects a change in product mix towards PAM, managed services and<br>proprietary content, resulting in improved gross profit and Adjusted EBITDA.
●	Gross profit increased 65.5% to EUR €11.6 million (USD $11.9 million) from EUR €7.0 million<br>(USD $7.2 million) in 2Q21, reflecting higher revenue and a 1,060 basis point year over year margin improvement to a quarterly record<br>55.9%.
o	The margin expansion is primarily the result of the continued shift towards a higher proportion of revenues<br>from iGaming and turnkey services, which have lower associated cost of sales when compared to games and content. The higher mix of iGaming<br>revenues includes an increase in revenues from proprietary games which have no cost of sales.
---	---
●	Net income for the period was EUR €0.1 million (USD $0.1 million), an improvement from net loss of<br>EUR €2.3 million (USD $2.4 million) in 2Q21, primarily due to higher gross profit and lower professional fees and transactional<br>costs, partially offset by an incremental increase in employee costs, sales and marketing expense, and higher depreciation and amortization.
---	---
●	Adjusted EBITDA was EUR €3.1 million (USD $3.2 million), an increase of 62.9% compared to EUR €1.9<br>million (USD $1.9 million) in 2Q21. Adjusted EBITDA margin increased by 260 basis points to 14.9%, reflecting the Company’s increased<br>scale and an improvement in the product mix of iGaming and turnkey services. Adjusted EBITDA margin decreased by 40 basis points on a<br>quarterly sequential basis.
●	Cash and cash equivalents as of June 30, 2022 was EUR €11.0 million (USD $11.3 million) which<br>reflects the EUR €9.0 million (USD $9.2 million) paid in the quarter for the acquisition of Spin Games.

Raises Full Year 2022 Revenue and AdjustedEBITDA Guidance

Bragg today raised its outlook for 2022 full year expected revenue and Adjusted EBITDA to new ranges of EUR €76-80 million (USD $78-82 million) and EUR €10-11 million (USD $10-11 million), respectively. The midpoints of the 2022 revenue and Adjusted EBITDA guidance ranges represent growth of 34% and 46%, respectively, over the reported full year 2021 revenue and Adjusted EBITDA. The higher 2022 Adjusted EBITDA outlook includes the impact of continued investments in the business focused on driving further top-line growth. Bragg’s prior guidance for the 2022 full year was for revenue of EUR €68-72 million (USD $70-74 million) and Adjusted EBITDA of EUR €9.5-10.5 million (USD $9.7-10.7 million).

Investor Conference Call

The Company will host a conference call today, August 9, 2022, at 8:30 a.m. Eastern Time, to discuss its second quarter 2022 results. During the call, management will review a presentation that will be made available to download or follow as a webcast at https://investors.bragg.games.

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

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

Participant Toll Dial-In Number (INTERNATIONAL): (646) 960-0341

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

United Kingdom: TollDial-In: +44.20.3433.3846

Conference ID: 2522980

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

A replay of the call will be available until August 16, 2022 following the conclusion of the live call. In order to access the replay, dial (647) 362-9199 or (800) 770-2030 (toll-free) and use the passcode 2522980.

Cautionary Statement Regarding Forward-LookingInformation

This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), including, without limitation, statements with respect to the following: the Company’s strategic growth initiatives and corporate vision and strategy; financial guidance for 2022, expected performance of the Company’s business; expansion into new markets; the impact of the new German regulatory regime, expected future growth and expansion opportunities; expected benefits of transactions, including the acquisition of Wild Streak and Spin; expected future actions and decisions of regulators and the timing and impact thereof. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing readers to get a better understanding of the Company’s anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

All forward-looking statements reflect the Company’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the following: the impact of COVID-19 on the business of the Company; the integration of Wild Streak and Spin Games; the regulatory regime governing the business of the Company; the operations of the Company; the products and services of the Company; the Company’s customers; the growth of Company’s business, the meeting minimum listing requirements of Nasdaq; which may not be achieved or realized within the time frames stated or at all; the integration of technology; and the anticipated size and/or revenue associated with the gaming market globally.

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the following: risks related to the Company’s business and financial position; that the Company may not be able to accurately predict its rate of growth and profitability; the risks associated with the completion of the acquisition of Spin and ability to satisfy closing conditions; risks associated with the integration of Wild Streak; risks associated with general economic conditions; adverse industry events; future legislative and regulatory developments; the inability to access sufficient capital from internal and external sources; the inability to access sufficient capital on favorable terms; realization of growth estimates, income tax and regulatory matters; the increased costs associated with meeting the minimum listing requirements on Nasdaq; the ability of the Company to implement its business strategies; competition; economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices; changes in customer demand; disruptions to our technology network including computer systems and software; natural events such as severe weather, fires, floods and earthquakes; and risks related to health pandemics and the outbreak of communicable diseases, such as the current outbreak of COVID-19. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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

Non-IFRS Financial Measures

Statements in this news release make reference to “Adjusted EBITDA”, which is a non-IFRS (as defined herein) financial measure that the Company believes is appropriate to provide meaningful comparison with, and to enhance an overall understanding of, the Company’s past financial performance and prospects for the future. The Company believes that “Adjusted EBITDA” provides useful information to both management and investors by excluding specific expenses and items that management believe are not indicative of the Company’s core operating results. “Adjusted EBITDA” is a financial measure that does not have a standardized meaning under International Financial Reporting Standards (“IFRS”). As there is no standardized method of calculating “Adjusted EBITDA”, it may not be directly comparable with similarly titled measures used by other companies. The Company considers “Adjusted EBITDA” to be a relevant indicator for measuring trends in performance and its ability to generate funds to service its debt and to meet its future working capital and capital expenditure requirements. “Adjusted EBITDA” is not a generally accepted earnings measure and should not be considered in isolation or as an alternative to net income (loss), cash flows or other measures of performance prepared in accordance with IFRS. Adjusted EBITDA is more fully defined and discussed, and reconciliation to IFRS financial measures is provided, in Company’s Management’s Discussion and Analysis (“MD&A”) for the three- and six-month periods ended June 30, 2022.

About Bragg Gaming Group

Bragg Gaming Group(NASDAQ: BRAG, TSX: BRAG) is a content-driven iGaming technology provider and owner of leading B2B companies in the iGaming industry. Since its inception in 2018, Bragg has consistently expanded its operations across Europe, North America and Latin America and is continuing to grow as an international industry leader within the global online gaming market.

Through its wholly owned subsidiary ORYX Gaming, Bragg delivers proprietary, exclusive and aggregated casino content via its in-house remote games server (RGS) and ORYX Hub distribution platform. ORYX offers a full turnkey iGaming solution, including its Player Account Management (PAM) platform, as well as managed operational and marketing services.

Nevada-based Wild Streak Gaming is Bragg's wholly owned premium US gaming content studio. Wild Streak has a popular portfolio of casino games that are offered across land-based, online and social casino operators in global markets including the U.S. and U.K.

Nevada-based Spin Games is Bragg’s wholly owned B2B gaming technology and content provider currently servicing the U.S. market. Spin holds licenses in key iGaming-regulated U.S. states and supplies Tier 1 operators in the region.

Contacts:
Yaniv Spielberg	Joseph Jaffoni, Richard Land, James Leahy
Chief Strategy Officer	JCIR
Bragg Gaming Group	212-835-8500 or bragg@jcir.com
info@bragg.games

Financial tables follow

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue		20,794			15,491			40,154			29,687
Cost of revenue		(9,167	)		(8,466	)		(18,507	)		(16,013	)
Gross Profit		11,627			7,025			21,647			13,674
Selling, general and administrative expenses		(11,344	)		(8,856	)		(21,629	)		(16,010	)
Gain on remeasurement of consideration receivable		-			6			37			12
Gain on remeasurement of deferred consideration		469			-			469			-
Operating Income (Loss)		752			(1,825	)		524			(2,324	)
Net interest expense and other financing charges		(87	)		(24	)		(154	)		(92	)
Income (Loss) Before Income Taxes		665			(1,849	)		370			(2,416	)
Income taxes		(575	)		(482	)		(1,000	)		(989	)
Net Income (Loss)		90			(2,331	)		(630	)		(3,405	)
Items to be reclassified to net loss:
Cumulative translation adjustment		1,601			424			2,185			1,549
Net Comprehensive Income (Loss)		1,691			(1,907	)		1,555			(1,856	)
Basic Income (Loss) Per Share		0.00			(0.11	)		(0.03	)		(0.17	)
Diluted Income (Loss) Per Share		0.00			(0.11	)		(0.03	)		(0.17	)
		Millions			Millions			Millions			Millions
Weighted average number of shares - basic		21.0			21.4			20.9			20.5
Weighted average number of shares - diluted		21.8			21.4			20.9			20.5

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSEDCONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

	As at			As at
	June 30,			December 31,
	2022			2021
Cash and cash equivalents		11,046			16,006
Trade and other receivables		10,455			8,454
Prepaid expenses and other assets		1,764			2,442
Consideration receivable		-			56
Total Current Assets		23,265			26,958
Property and equipment		495			252
Right-of-use assets		620			579
Intangible assets		46,827			30,845
Goodwill		28,432			24,728
Other assets		30			28
Total Assets		99,669			83,390
Trade payables and other liabilities		19,554			14,357
Deferred revenue		1,200			27
Income taxes payable		1,224			784
Lease obligations on right of use assets - current		231			149
Deferred consideration - current		1,378			-
Loans payable		112			-
Total Current Liabilities		23,699			15,317
Deferred income tax liabilities		1,131			1,243
Non-current lease obligations on right of use assets		431			451
Deferred consideration		2,570			-
Other non-current liabilities		555			184
Total Liabilities		28,386			17,195
Share capital		109,897			100,285
Broker warrants		38			38
Shares to be issued		6,982			13,746
Contributed surplus		19,070			18,385
Deficit		(69,373	)		(68,743	)
Accumulated other comprehensive income		4,669			2,484
Total Equity		71,283			66,195
Total Liabilities and Equity		99,669			83,390

BRAGG GAMING GROUP INC.

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAPMEASURES

(in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
EUR 000	2022		2021			2022		2021
Revenue		20,794		15,491			40,154		29,687
Operating income (loss)		752		(1,825	)		524		(2,324	)
EBITDA		2,635		(774	)		3,983		(437	)
Adjusted EBITDA		3,096		1,900			6,051		4,242