STOCK TITAN

Bragg Gaming Group (BRAG) trims costs, acquires Drayton and pulls 2026 outlook

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Bragg Gaming Group Inc. reported lower Q2 2026 revenue and continued losses while improving margins and cash generation. Revenue for the three months ended June 30, 2026 fell 12% to EUR 22.9m, mainly from the roll-off of legacy Netherlands platform contracts and softer performance in other markets. Gross profit declined to EUR 11.8m with a 52% margin. Q2 operating loss was EUR 1.9m and net loss EUR 2.9m (loss per share EUR 0.11).

Despite this, Q2 Adjusted EBITDA was EUR 3.5m, unchanged year over year, and Adjusted EBITDA Margin rose to 15% as headcount reductions and lower bad debt expense cut selling, general and administrative costs by 14%. For the first half of 2026, revenue decreased 6% to EUR 48.5m, operating loss was EUR 3.4m and net loss EUR 4.1m, while Adjusted EBITDA held at EUR 7.5m with a 16% margin.

Operating cash flow in the first half was a positive EUR 5.7m, but cash and cash equivalents declined to EUR 3.3m as the company invested EUR 7.0m mainly in software development and repaid debt, leaving loans payable of EUR 2.8m. Subsequent to quarter end, Bragg closed the all-share acquisition of Drayton International for approximately EUR 7.69m, completed a EUR 1.1m private placement with attached warrants, renewed its revolving credit facility for one year, and announced workforce reductions totaling about 19% of staff, targeting EUR 10.5m in annualized cash savings. Given the Drayton integration and limited combined history, management withdrew its previously issued 2026 revenue and Adjusted EBITDA guidance.

Positive

  • Adjusted EBITDA resilience and margin expansion: Q2 2026 Adjusted EBITDA held at EUR 3.5m year over year, with Adjusted EBITDA Margin improving to 15% in the quarter and 16% for the first half.
  • Significant cost-savings program: Workforce reductions in January and July 2026, including a further 19% cut to global headcount, are expected to deliver about EUR 10.5m in annualized cash savings once fully implemented.
  • Strategic Drayton acquisition: Completed an all-share purchase of Drayton for approximately EUR 7.69m, adding sports betting, horse racing technology and stakes in five game studios to broaden proprietary content and U.S. exposure.
  • Positive operating cash flow and liquidity actions: Generated EUR 5.7m operating cash in the first half, raised about EUR 1.1m via a private placement with warrants, and renewed the revolving credit facility for a further year while remaining covenant-compliant.

Negative

  • Revenue contraction: Q2 2026 revenue declined 12% to EUR 22.9m and first-half revenue fell 6% to EUR 48.5m, driven by legacy contract roll-offs and weaker performance in several markets.
  • Ongoing net losses: The company recorded a Q2 net loss of EUR 2.9m and a first-half net loss of EUR 4.1m, continuing a pattern of negative earnings.
  • Cash balance reduced: Cash and cash equivalents decreased from EUR 6.7m at December 31, 2025 to EUR 3.3m at June 30, 2026, while loans payable remained at EUR 2.8m.
  • Withdrawal of 2026 guidance: Management withdrew previously disclosed 2026 revenue and Adjusted EBITDA guidance, citing limited basis to forecast the combined business after the Drayton acquisition and tracking below the low end of the prior revenue range.

Filing Explained

The July 22, 2026 transaction issued 4,500,000 shares and added 751,445 shares plus warrants, increasing existing holders’ share-count dilution.

On July 22, 2026, Bragg completed the Drayton acquisition and issued 4,500,000 common shares as its entire consideration; the private-placement receipts also converted into 751,445 common shares, increasing the issued share base for existing holders.

The converted receipts also included one non-transferable warrant per share, exercisable for one additional common share at USD 2.16 for 36 months; those warrants represent possible future issuance, not shares issued at conversion.

The Drayton consideration shares carry lock-ups of up to 24 months, with 25% released at 12, 15, 18 and 24 months after closing.

The June 30 balance sheet reported 25,631,959 shares, before the July 22 transaction issuances. The filing says the acquisition’s initial IFRS 3 accounting remains incomplete, so the amounts recognized for the acquired business are not yet presented.

Q2 2026 Revenue EUR 22,892k Three months ended June 30, 2026
H1 2026 Revenue EUR 48,544k Six months ended June 30, 2026
Q2 2026 Net Loss EUR 2,875k Net loss for the three months ended June 30, 2026
Q2 2026 Adjusted EBITDA EUR 3,522k Non-IFRS Adjusted EBITDA for the three months ended June 30, 2026
Cash Balance EUR 3,308k Cash and cash equivalents as at June 30, 2026
Loans Payable EUR 2,809k Loans payable as at June 30, 2026
Drayton Consideration EUR 7.69m Aggregate share-based consideration for Drayton acquisition
Expected Annualized Savings EUR 10.5m Total anticipated annual cash savings from 2026 restructuring measures
Adjusted EBITDA financial
"The non-IFRS measures and metrics used in this MD&A are “EBITDA”, “Adjusted EBITDA”, and “Adjusted EBITDA Margin”."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
share appreciation rights financial
"Share Appreciation Rights (“SARs”) Plan On December 29, 2024, the Company introduced a SARs plan for key members of management."
Share appreciation rights (SARs) are a type of employee award that gives the holder a cash payment or stock equal to the increase in a company's share price over a set period, without requiring the employee to buy shares. For investors, SARs are important because they create a potential future cash outflow or share dilution tied directly to stock performance—like a bonus that grows when the stock goes up—so they affect company cash needs and share count.
revolving credit facility financial
"The agreement in respect of the revolving credit facility includes customary legal and financial covenants."
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
expected credit loss financial
"The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9."
Expected credit loss is an estimate lenders make of the amount of loans or receivables they are likely not to collect, calculated ahead of actual defaults. Think of it like setting aside money for groceries that will spoil before you can use them: it reduces reported profit and the value of loan assets today. Investors watch this figure because rising expected losses signal weakening borrower quality, greater future write‑downs and higher capital needs.
business combination financial
"The Transaction will be accounted for as a business combination under IFRS 3."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

FAQ

How did Bragg Gaming Group (BRAG) perform financially in Q2 2026?

Bragg Gaming reported Q2 2026 revenue of EUR 22.9m, down 12% year over year, with a net loss of EUR 2.9m. Gross profit was EUR 11.8m and operating loss EUR 1.9m, reflecting contract roll-offs and softer market conditions.

What were Bragg Gaming Group (BRAG)’s first-half 2026 results?

For the six months ended June 30, 2026, Bragg generated revenue of EUR 48.5m and a net loss of EUR 4.1m. Gross profit reached EUR 26.1m, operating loss was EUR 3.4m, and Adjusted EBITDA remained stable at EUR 7.5m with a 16% margin.

How strong were Bragg Gaming Group (BRAG)’s margins and Adjusted EBITDA?

Bragg’s Q2 2026 Adjusted EBITDA was EUR 3.5m, unchanged versus Q2 2025, while Adjusted EBITDA Margin improved to 15%. For the first half, Adjusted EBITDA was EUR 7.5m with a 16% margin, aided by cost reductions and lower bad debt expense.

What is the significance of the Drayton acquisition for Bragg Gaming Group (BRAG)?

Bragg acquired Drayton for approximately EUR 7.69m in shares, adding sports betting and horse racing technology plus stakes in five game studios. This broadens proprietary content, deepens U.S. market exposure, and is to be accounted for as a business combination under IFRS 3.

What cost-saving measures has Bragg Gaming Group (BRAG) announced for 2026?

Bragg implemented organizational restructuring, including a 19% workforce reduction announced July 9, 2026. Combined with earlier actions, management expects about EUR 10.5m in annualized cash savings once all measures are fully implemented.

Why did Bragg Gaming Group (BRAG) withdraw its 2026 financial guidance?

The company withdrew its 2026 revenue and Adjusted EBITDA guidance due to limited operating history for the combined Bragg–Drayton business and the early stage of integration planning, noting it had been tracking below the low end of the prior revenue range.

What is Bragg Gaming Group (BRAG)’s cash and debt position as of June 30, 2026?

As of June 30, 2026, Bragg held EUR 3.3m in cash and cash equivalents and EUR 2.8m in loans payable. It also had lease obligations of EUR 3.5m and renewed its revolving credit facility for one year while remaining in covenant compliance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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, 2026

 

Commission File Number: 001-40759

 

 

 

Bragg Gaming Group Inc.

(Translation of registrant’s name into English)

 

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

 

 

 

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

 

Form 20-F ¨                               Form 40-F x

 

 

 

 

 

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

Exhibit   Description
     
99.1   Interim Unaudited Condensed Consolidated Financial Statements for the three and six-month periods ended June 30, 2026
99.2   Management Discussion & Analysis for the three and six-month periods ended June 30, 2026
99.3   Certification of Interim Filings by CEO, dated August 13, 2026
99.4   Certification of Interim Filings by CFO, dated August 13, 2026
99.5   News release, dated August 13, 2026

 

 

 

 

SIGNATURES

 

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

 

  BRAGG GAMING GROUP INC.
   
Date: August 13, 2026  
  By: /s/ Robert Bressler
  Name: Robert Bressler
  Title: Chief Financial Officer and Secretary

 

 

 

 

Exhibit 99.1

 

 

BRAGG GAMING GROUP INC.

 

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

 

Three and six-month periods ended June 30, 2026 and June 30, 2025

 

Presented in Euros (Thousands)

 

 

 

 

TABLE OF CONTENTS

 

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS 1
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 3
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 4
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  
     
1 GENERAL INFORMATION 5
2 MATERIAL ACCOUNTING POLICIES 5
3 LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE 6
4 SHARE CAPITAL 7
5 WARRANTS 7
6 SHARE BASED COMPENSATION 8
7 GOODWILL 11
8 DEFERRED CONSIDERATION 12
9 RIGHT OF USE ASSETS 13
10 INTANGIBLE ASSETS 14
11 TRADE AND OTHER RECEIVABLES 14
12 TRADE PAYABLES AND OTHER LIABILITIES 15
13 LEASE LIABILITIES 15
14 LOANS PAYABLE 17
15 RELATED PARTY TRANSACTIONS 18
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT 20
17 SUPPLEMENTARY CASHFLOW INFORMATION 23
18 SEGMENT INFORMATION 24
19 INCOME TAXES 25
20 CONTINGENT LIABILITIES 26
21 SUBSEQUENT EVENTS 27

 

1

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

      Three Months Ended June 30,   Six Months Ended June 30, 
   Note  2026   2025   2026   2025 
Revenue  3, 18   22,892    26,079    48,544    51,584 
Cost of revenue  3   (11,053)   (12,336)   (22,478)   (23,557)
Gross Profit      11,839    13,743    26,066    28,027 
                        
Selling, general and administrative expenses  3   (13,780)   (16,091)   (29,446)   (31,898)
Loss on remeasurement of deferred consideration  3, 8               (157)
Operating Loss      (1,941)   (2,348)   (3,380)   (4,028)
                        
Net interest expense and other financing charges  3, 14   (425)   (14)   (251)   (360)
Loss Before Income Taxes      (2,366)   (2,362)   (3,631)   (4,388)
                        
Income taxes recovery (expense)  19   (509)   533    (430)   (81)
Net Loss      (2,875)   (1,829)   (4,061)   (4,469)
                        
Items to be reclassified to net loss:                       
Cumulative translation adjustment      308    (2,680)   609    (4,103)
Net Comprehensive Loss      (2,567)   (4,509)   (3,452)   (8,572)
                        
Basic Loss Per Share      (0.11)   (0.07)   (0.16)   (0.18)
Diluted Loss Per Share      (0.11)   (0.07)   (0.16)   (0.18)
                        
      Millions    Millions    Millions    Millions  
Weighted average number of shares - basic      25.6    25.2    25.6    25.1 
Weighted average number of shares - diluted      25.6    25.2    25.6    25.1 

 

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

 

2

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

      As at   As at 
      June 30,   December 31, 
   Note  2026   2025 
Cash and cash equivalents      3,308    6,658 
Trade and other receivables  11, 16   17,857    21,122 
Prepaid expenses and other assets      4,279    3,905 
Total Current Assets      25,444    31,685 
Property and equipment      972    1,198 
Right-of-use assets  9   3,348    3,975 
Intangible assets  10   29,208    30,421 
Goodwill  7   31,558    31,206 
Investments in associates      428    459 
Other assets      405    405 
Total Assets      91,363    99,349 
              
Trade payables and other liabilities  12, 16   23,816    25,520 
Income taxes payable  19   351    1,824 
Lease obligations on right of use assets  13   1,378    1,367 
Share appreciation rights liability  6   312    471 
Loans payable  14   2,809    3,512 
Total Current Liabilities      28,666    32,694 
Deferred income tax liabilities  19   421    509 
Lease obligations on right of use assets  13   2,078    2,725 
Share appreciation rights liability  6   103    123 
Other non-current liabilities      596    596 
Total Liabilities      31,864    36,647 
              
Share capital  4   134,269    133,946 
Contributed surplus      17,670    17,673 
Accumulated deficit      (93,593)   (89,461)
Accumulated other comprehensive income      1,153    544 
Total Equity      59,499    62,702 
Total Liabilities and Equity      91,363    99,349 

 

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

 

Approved on behalf of the Board of Directors

 

Donald Robertson Matt Davey
Board Director and Chair of Audit Committee Chair of the Board of Directors

 

3

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

                  Accumulated     
                  other     
      Share   Contributed   Accumulated   comprehensive   Total 
   Note  capital   surplus   Deficit   income (loss)   Equity 
Balance as at January 1, 2025      131,729    17,680    (81,210)   5,300    73,499 
Shares issued as deferred consideration  8   1,380                1,380 
Exercise of stock options  6   144    (94)           50 
Share-based compensation  6       518            518 
Net loss for the period              (4,469)       (4,469)
Other comprehensive loss                  (4,103)   (4,103)
Balance as at June 30, 2025      133,253    18,104    (85,679)   1,197    66,875 
                             
Balance as at January 1, 2026      133,946    17,673    (89,461)   544    62,702 
Exercise of restricted share units  6   284    (284)   (71)       (71)
Exercise of deferred share units  6   39    (39)            
Share-based compensation  6       320            320 
Net loss for the period              (4,061)       (4,061)
Other comprehensive income                  609    609 
Balance as at June 30, 2026      134,269    17,670    (93,593)   1,153    59,499 

 

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

 

4

 

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

      Six Months Ended June 30, 
   Note  2026   2025 
Operating Activities             
Net loss      (4,061)   (4,469)
Add:             
Net interest expense and other financing charges  3, 14   406    360 
Depreciation and amortization  3   9,576    9,689 
Share based compensation  6   145    1,585 
Loss on remeasurement of deferred consideration  3, 8       157 
Unrealized foreign exchange (gain) loss      35    (152)
Income taxes expense  19   430    81 
       6,531    7,251 
Change in working capital  17   (235)   (35)
Income taxes paid  19   (568)   (142)
Cash Flows From Operating Activities      5,728    7,074 
              
Investing Activities             
Purchases of property and equipment      (47)   (219)
Additions of intangible assets  10   (6,915)   (6,407)
Loan receivables          (375)
Investment in associates          (200)
Cash Flows (Used In) Investing Activities      (6,962)   (7,201)
              
Financing Activities             
Proceeds from exercise of stock options  6       50 
Repayment of lease liability  13   (687)   (570)
Repayment of loans payable  14   (679)   (4,410)
Interest and financing fees      (382)   (248)
Cash Flows (Used In) Financing Activities      (1,748)   (5,178)
              
Effect of foreign currency exchange rate changes on cash and cash equivalents      (368)   (920)
Change In Cash And Cash Equivalents      (3,350)   (6,225)
Cash and cash equivalents at beginning of period      6,658    10,467 
Cash And Cash Equivalents At End Of Period      3,308    4,242 

 

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

 

5

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

1GENERAL INFORMATION

 

Nature of operations

 

Bragg Gaming Group Inc. and its subsidiaries (collectively, “Bragg” or the “Company”) are, primarily and collectively, a business-to-business (“B2B”) online gaming technology platform and casino content aggregator.

 

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

 

2MATERIAL ACCOUNTING POLICIES

 

The interim unaudited condensed consolidated financial statements (“interim financial statements”) were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.

 

Statement of compliance and basis of presentation

 

The accompanying interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting and do not include all of the information required for annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.

 

These interim financial statements are prepared on a historical cost basis except for financial instruments classified at fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”) which are measured at fair value. The material accounting policy information set out in note 2 of the audited consolidated financial statements for the year ended December 31, 2025 has been applied consistently in the preparation of the interim financial statements for all periods presented.

 

These interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on August 13, 2026.

 

6

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

3LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

 

The loss before income taxes is classified as follows:

 

      Three Months Ended June 30,   Six Months Ended June 30, 
   Note  2026   2025   2026   2025 
Revenue  18   22,892    26,079    48,544    51,584 
Cost of revenue      (11,053)   (12,336)   (22,478)   (23,557)
Gross Profit      11,839    13,743    26,066    28,027 
                        
Salaries and subcontractors      (5,654)   (5,738)   (12,242)   (12,312)
Share based compensation  6   (107)   (739)   (145)   (1,585)
Total employee costs      (5,761)   (6,477)   (12,387)   (13,897)
Depreciation and amortization      (4,893)   (4,969)   (9,576)   (9,689)
IT and hosting      (1,470)   (1,372)   (3,030)   (2,653)
Professional fees      (1,686)   (1,189)   (2,956)   (2,275)
Corporate costs      (176)   (122)   (301)   (254)
Sales and marketing      (125)   (290)   (509)   (587)
Bad debt recovery (expense)  11   1,034    (748)   799    (879)
Travel and entertainment      (233)   (433)   (540)   (764)
Other operational costs      (470)   (491)   (946)   (900)
Selling, General and Administrative Expenses      (13,780)   (16,091)   (29,446)   (31,898)
                        
Loss on remeasurement of deferred consideration  8               (157)
Operating Loss      (1,941)   (2,348)   (3,380)   (4,028)
                        
Interest income      6    5    2    9 
Interest expense  14   (41)   (109)   (89)   (340)
Accretion on liabilities  8       (95)       (168)
Foreign exchange gain (loss)      (147)   283    155    318 
Other financing charges      (243)   (98)   (319)   (179)
Net Interest Expense and Other Financing Charges      (425)   (14)   (251)   (360)
Loss Before Income Taxes      (2,366)   (2,362)   (3,631)   (4,388)

 

7

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

4SHARE CAPITAL

 

Authorized - Unlimited Common Shares, fully paid

 

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

 

      Note  Number   Value 
January 1, 2025  Balance      25,042,982    131,729 
February 6, 2025  Exercise of FSO  6   25,000    124 
June 5, 2025  Shares issued upon settlement of deferred consideration for Spin acquisition  8   371,496    1,380 
June 30, 2025  Exercise of FSO  6   10,000    20 
June 30, 2025  Balance      25,449,478    133,253 
                 
January 1, 2026  Balance      25,553,293    133,946 
February 2, 2026  Exercise of DSU  6   20,991    39 
April 30, 2026  Exercise of RSU  6   57,675    284 
June 30, 2026  Balance      25,631,959    134,269 

 

The Company’s common shares (“shares”) have no par value.

 

5WARRANTS

 

The following are continuities of the Company’s warrants:

 

      Warrants 
      issued as part of 
Number of Warrants     convertible debt 
January 1, 2025  Balance   979,048 
June 30, 2025  Balance   979,048 
         
January 1, 2026  Balance   979,048 
June 30, 2026  Balance   979,048 

 

Each unit consists of the following characteristics:

 

   Warrants 
   issued as part of 
   convertible debt 
Number of shares   1 
Number of Warrants    
Exercise price of unit (CAD)   9.28 

 

8

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

5WARRANTS (CONTINUED)

 

On September 5, 2022, the Company issued 979,048 warrants, each exercisable at CAD 9.28 for one common share and expiring five years from issuance. The warrants include acceleration clauses based on the Company’s share price performance, which may result in partial or full expiry if not exercised within a specified period. As the combined fair value of the host debt liability and derivative liability exceeded the transaction price, no value was allocated to the warrants in equity.

 

6SHARE BASED COMPENSATION

 

The Company maintains a fixed Omnibus Incentive Equity Plan (“OEIP”) for certain employees and consultants. The plan was approved at an annual and special meeting of shareholders on November 27, 2020.

 

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

 

   DSU   RSU   SAR   FSO 
                   Weighted 
   Outstanding   Outstanding   Outstanding   Outstanding   Average 
   DSUs   RSUs   SARs   FSOs   Exercise 
   (Number of   (Number of   (Number of   (Number   Price / Share 
   of shares)   of shares)   of shares)   of shares)   CAD 
Balance as at January 1, 2025   26,666    280,000    1,329,082    1,602,346    8.81 
Granted           144,529         
Exercised               (20,000)   2.30 
Forfeited / Cancelled               (5,029)   8.30 
Balance as at June 30, 2025   26,666    280,000    1,473,611    1,577,317    8.90 
                          
Balance as at January 1, 2026   26,666    100,000    1,567,359    877,176    9.71 
Granted   145,543                 
Exercised   (20,991)   (100,000)            
Expired               (41,552)   15.68 
Forfeited / Cancelled           (261,591)   (31,567)   6.94 
Balance as at June 30, 2026   151,218        1,305,768    804,057    9.51 

 

The following table summarizes information about the outstanding share options as at June 30, 2026:

 

   Outstanding   Exercisable 
       Weighted   Weighted       Weighted 
       Average   Average       Average 
   FSOs   Remaining   Exercise   FSOs   Exercise 
Range of exercise  (Number   Contractual   Price / Share   (Number   Price / Share 
prices (CAD)  of shares)   Life (Years)   CAD   of shares)   CAD 
2.30 - 5.00   20,000    8    4.68    20,000    4.68 
5.01 - 8.62   439,189    5    7.77    439,189    7.77 
8.63 - 15.00   344,868    5    12.00    344,868    12.00 
    804,057    5    9.51    804,057    9.51 

 

9

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6      SHARE BASED COMPENSATION (CONTINUED)

 

The following table summarizes information about the outstanding share options as at June 30, 2025:

 

   Outstanding   Exercisable 
       Weighted   Weighted       Weighted 
       Average   Average       Average 
   FSOs   Remaining   Exercise   FSOs   Exercise 
Range of exercise  (Number   Contractual   Price / Share   (Number   Price / Share 
prices (CAD)  of shares)   Life (Years)   CAD   of shares)   CAD 
2.30 - 5.00   20,000    9    4.68    10,000    4.68 
5.01 - 8.62   1,128,582    2    7.72    1,026,928    7.75 
8.63 - 15.00   427,183    5    12.11    427,173    12.11 
15.01 - 33.30   1,552    1    33.30    1,552    33.30 
    1,577,317    3    8.90    1,465,653    9.02 

 

Fixed Stock Options (“FSOs”)

 

During the three and six months ended June 30, 2026, no FSOs were granted (three and six months ended June 30, 2025: none).

 

During the three and six months ended June 30, 2026, no FSOs were exercised. During the three and six months ended June 30, 2025, 20,000 common shares of the Company were issued upon exercise of FSOs. Upon exercise of FSOs, for the three and six months ended June 30, 2025, EUR 94 was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of FSOs during the three and six months ended June 30, 2025, totaled EUR 50.

 

During the three and six months ended June 30, 2026, a share-based compensation charge of EUR 20 and EUR 46 (three and six months ended June 30, 2025: EUR 86 and EUR 184) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

Deferred Share Units (“DSUs”)

 

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

 

During the three and six months ended June 30, 2026, 73,538 and 145,543 DSUs were granted (three and six months ended June 30, 2025: none), with a fair value of between CAD 2.31 and CAD 3.00 per unit, determined as the share price on the date of grant.

 

During the three and six months ended June 30, 2026, nil and 20,991 shares were issued upon settlement of DSUs (three and six months ended June 30, 2025: none). For the three and six months ended June 30, 2026, upon settlement of DSUs, EUR nil and EUR 39 (three and six months ended June 30, 2025: EUR nil) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

 

10

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6      SHARE BASED COMPENSATION (CONTINUED)

 

Deferred Share Units (“DSUs”) (continued)

 

During the three and six months ended June 30, 2026, a share-based compensation charge of EUR 113 and EUR 229 (three and six months ended June 30, 2025: EUR nil) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

Restricted Share Units (“RSUs”)

 

During the three and six months ended June 30, 2026, no RSUs were granted (three and six months ended June 30, 2025: none).

 

During the three and six months ended June 30, 2026, 100,000 and 100,000 RSUs were exercised resulting in the issuance of 57,675 common shares, with 42,325 RSUs being withheld to cover associated taxes (three and six months ended June 30, 2025: none).

 

During the three and six months ended June 30, 2026, a share-based compensation charge of EUR nil and EUR 45 (three and six months ended June 30, 2025: EUR 64 and EUR 334) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

Share Appreciation Rights (“SARs”) Plan

 

On December 29, 2024, the Company introduced a SARs plan for key members of management, which provided incentive compensation based on the appreciation in the value of the Company’s shares, thereby providing additional incentive for their efforts in promoting the continued growth and success of the business. The amount of the cash payment is determined based on the increase in the share price of the Company between the grant date and the time of the exercise.

 

During the three and six months ended June 30, 2026, no SARs were granted (three and six months ended June 30, 2025: nil and 144,529).

 

These SAR units, which have a term of not exceeding five years, vest as follows:

 

·1/3 on the first anniversary of the grant date
·1/3 on the second anniversary of the grant date
·1/3 on the third anniversary of the grant date

 

Details of the liabilities arising from the SARs were as follows:

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Total carrying amount of liabilities for SARs   415    594 

 

11

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

6      SHARE BASED COMPENSATION (CONTINUED)

 

Share Appreciation Rights (“SARs”) Plan (continued)

 

The fair value of the SARs has been measured using the Black-Scholes valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

 

The inputs used in the measurement of the fair values at the measurement date of the SARs were as follows:

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Expected dividend yield (%)   0.00    0.00 
Expected share price volatility (%)   59.22 - 63.53    63.31 - 66.00 
Risk-free interest rate (%)   4.19    3.73 
Expected life of options (years)   3.84 - 4.46    5.00 
Share price (CAD)   2.43    2.88 
Forfeiture rate (%)   0.00    0.00 

 

Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior.

 

During the three and six months ended June 30, 2026, a share-based compensation recovery of EUR 26 and EUR 175 (three and six months ended June 30, 2025: charge EUR 589 and EUR 1,067) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

7      GOODWILL

 

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

 

As at January 1, 2025   32,722 
Effect of Movement in exchange rates   (1,516)
As at December 31, 2025   31,206 
      
Effect of movements in exchange rates   352 
As at June 30, 2026   31,558 

 

The carrying amount of goodwill is attributed to the acquisitions of Oryx Gaming International LLC, Wild Streak LLC and Spin Games LLC. The Company completed its annual impairment tests for goodwill as at December 31, 2025 and concluded that there was no impairment.

 

12

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

8      DEFERRED CONSIDERATION

 

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

 

Balance as at January 1, 2025   1,244 
Accretion expense   168 
Shares issued as deferred consideration   (1,380)
Loss on remeasurement of deferred consideration   157 
Effect of movements in exchange rates   (189)
Balance as at December 31, 2025    

 

Spin Games LLC

 

On June 1, 2022, the Company acquired Spin Games LLC. The Company agreed deferred consideration payments in shares of the Company over three years from the effective date recorded with a present value of EUR 4,003. The discount for lack of marketability (DLOM) on June 1, 2022, was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of between 71% and 81%, an annual dividend rate of 0% and time to maturity of 1-3 years.

 

On June 5, 2025, the deferred consideration payable was fully settled upon its three-year anniversary, with the issuance of 371,496 shares.

 

During the three and six months ended June 30, 2025, an accretion expense of EUR 95 and EUR 168 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

During the three and six months ended June 30, 2025, a loss on remeasurement of deferred consideration of EUR nil and EUR 157 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

13

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

9      RIGHT OF USE ASSETS

 

   Right of use 
   assets 
Cost     
Balance as at December 31, 2024   4,877 
Additions   1,683 
Modifications   5 
Disposals   (125)
Effect of movement in exchange rates   (148)
Balance as at December 31, 2025   6,292 
Additions    
Modifications   28 
Disposals    
Effect of movement in exchange rates   54 
Balance as at June 30, 2026   6,374 
      
Accumulated Depreciation     
Balance as at December 31, 2024   1,367 
Depreciation   1,106 
Disposals   (63)
Modifications    
Effect of movement in exchange rates   (93)
Balance as at December 31, 2025   2,317 
Depreciation   678 
Disposals    
Modifications   33 
Effect of movement in exchange rates   (2)
Balance as at June 30, 2026   3,026 
      
Carrying Amount     
Balance as at December 31, 2025   3,975 
Balance as at June 30, 2026   3,348 

 

During the three and six months ended June 30, 2026, depreciation expense of EUR 376 and EUR 678 was recognized within selling, general and administrative expenses (three and six months ended June 30, 2025: EUR 215 and EUR 429).

 

14

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

10    INTANGIBLE ASSETS

 

       Deferred                 
   Intellectual   Development   Customer             
   Property   Costs   Relationships   Brands   Other   Total 
Cost                              
Balance as at December 31, 2024   19,275    33,207    26,083    2,201    298    81,064 
Additions   2,586    11,905                14,491 
Effect of movement in exchange rates   (805)   (568)   (2,508)   (100)   (12)   (3,993)
Balance as at December 31, 2025   21,056    44,544    23,575    2,101    286    91,562 
Additions   1,211    5,704                6,915 
Effect of movement in exchange rates   248    198    583    24    7    1,060 
Balance as at June 30, 2026   22,515    50,446    24,158    2,125    293    99,537 
                               
Accumulated Amortization                              
Balance as at December 31, 2024   11,386    20,274    11,149    2,135    261    45,205 
Amortization   2,626    11,972    3,122    61    84    17,865 
Effect of movement in exchange rates   (432)   (259)   (1,068)   (95)   (75)   (1,929)
Balance as at December 31, 2025   13,580    31,987    13,203    2,101    270    61,141 
Amortization   2,541    4,521    1,521            8,583 
Effect of movement in exchange rates   130    109    335    24    7    605 
Balance as at June 30, 2026   16,251    36,617    15,059    2,125    277    70,329 
                               
Carrying Amount                              
Balance as at December 31, 2025   7,476    12,557    10,372        16    30,421 
Balance as at June 30, 2026   6,264    13,829    9,099        16    29,208 

 

During the three and six months ended June 30, 2026, amortization expense of EUR 4,404 and EUR 8,583 was recognized within selling, general and administrative expenses (three and six months ended June 30, 2025: EUR 4,635 and EUR 9,024).

 

11    TRADE AND OTHER RECEIVABLES

 

Trade and other receivables comprise:

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Trade receivables   16,742    20,398 
Sales tax   1,115    724 
Trade and other receivables   17,857    21,122 

 

15

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

11    TRADE AND OTHER RECEIVABLES (CONTINUED)

 

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

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Less than one month   16,240    17,858 
Between two and three months   755    2,697 
Greater than three months   425    1,370 
    17,420    21,925 
Provision for expected credit losses   (678)   (1,527)
Trade receivables   16,742    20,398 

 

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

 

Balance as at December 31, 2024   2,497 
Bad debt written-off   (1,431)
Net increase in provision for doubtful debts   461 
Balance as at December 31, 2025   1,527 
Bad debt written-off   (619)
Net decrease in provision for doubtful debts   (230)
Balance as at June 30, 2026   678 

 

12   TRADE PAYABLES AND OTHER LIABILITIES

 

Trade payables and other liabilities comprises:

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Trade payables   12,564    9,148 
Accrued liabilities   11,211    16,300 
Other liabilities   41    72 
Trade payables and other liabilities   23,816    25,520 

 

13    LEASE LIABILITIES

 

The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to six years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

 

16

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

13    LEASE LIABILITIES (CONTINUED)

 

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Company as a lessee.

 

Set out below are the carrying amounts of the lease liabilities and the movements for the period:

 

   June 30,   December 31, 
   2026   2025 
Balance as at beginning of the period   4,092    3,697 
Additions       1,683 
Disposals       (62)
Modifications   (26)   5 
Accretion of interests   55    112 
Payments   (687)   (1,287)
Effect of movement in exchange rates   22    (56)
Balance as at end of period   3,456    4,092 

 

During the three and six months ended June 30, 2026, the Company recognized lease expense within selling, general and administrative expenses associated with leases with a term of less than twelve months and lease of low-value assets amounting to EUR 16 and EUR 35 (three and six months ended June 30, 2025: EUR 100 and EUR 148).

 

The maturity analysis of lease liabilities is disclosed below:

 

   June 30,  2026 
   Present value   Total 
   of the minimum   minimum 
   lease payments   lease payments 
Within 1 year   1,402    1,466 
After 1 year but within 2 years   1,338    1,446 
After 2 years but within 5 years   716    1,066 
    3,456    3,978 
Less: Total future interest expenses        (522)
         3,456 

 

17

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

13    LEASE LIABILITIES (CONTINUED)

 

The following are the amounts recognized in the interim unaudited condensed consolidated statement of loss and comprehensive loss:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Amortization expense on right of use assets   376    215    678    429 
(Gain) Loss on lease modification   (26)       (56)   101 
Interest expense on lease liabilities   29    25    55    52 
Total amount recognized in profit or loss   379    240    677    582 

 

14    LOANS PAYABLE

 

The following is a continuity of the Company’s loans payable:

 

   Promissory note   Bank Loan   Total 
Balance as at January 1, 2025   6,579        6,579 
Proceeds from loan issuance       3,455    3,455 
Interest expense   363    81    444 
Interest paid   (512)   (67)   (579)
Repayment of principal   (6,139)       (6,139)
Effect of foreign currency exchange rate   (291)   43    (248)
Balance as at December 31, 2025       3,512    3,512 
                
Proceeds from loan issuance            
Interest expense       89    89 
Interest paid       (76)   (76)
Repayment of principal       (679)   (679)
Effect of foreign currency exchange rate       (37)   (37)
Balance as at June 30, 2026       2,809    2,809 

 

Promissory note

 

By the end of the year ended December 31, 2025, the Company fully repaid the USD 7.0m secured promissory note.

 

During the three and six months ended June 30, 2025, interest expense of EUR 104 and EUR 328 in respect of the promissory note was recognized within net interest expense and other financing charges.

 

18

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

14    LOANS PAYABLE (CONTINUED)

 

Revolving credit facility

 

Covenants

 

The agreement in respect of the revolving credit facility includes customary legal and financial covenants, including a requirement for the Company to maintain a Total Funded Debt to EBITDA Ratio not exceeding 2.50:1.00, and a Fixed Charge Coverage Ratio of not less than 1.25:1.00. These financial covenants are to be tested on a consolidated basis at the end of each fiscal quarter.

 

The Company was in compliance with these covenants as at the reporting date.

 

Under the terms of the Company’s credit facility, interest and standby fees are payable based on the applicable benchmark rate plus a margin that varies according to the Company’s Total Funded Debt to EBITDA ratio.

 

Interest

 

During the three and six months ended June 30, 2026, interest expense of EUR 41 and EUR 89 in respect of the revolving credit facility was recognized within net interest expense and other financing charges (three and six months ended June 30, 2025: EUR nil).

 

Drawdowns

 

During the three and six months ended June 30, 2026, the Company did not make any additional drawdowns from the available revolving credit facility.

 

As at June 30, 2026, the Company had outstanding drawdowns totalling CAD 4.5m in CDN$ Term CORRA loans.

 

Repayments

 

During the three and six months ended June 30, 2026, the Company repaid a total of CAD 1.1m in CDN$ Prime Rate loans.

 

15    RELATED PARTY TRANSACTIONS

 

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

 

All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.

 

19

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

15    RELATED PARTY TRANSACTIONS (CONTINUED)

 

Key Management Personnel

 

The Company’s key management personnel are comprised of members of the Board and the executive team.

 

Transactions with Shareholders, Key Management Personnel and Board of Directors

 

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

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Salaries and subcontractors   (531)   (745)   (972)   (1,523)
Share based compensation   287    (427)   (181)   (1,051)
    (244)   (1,172)   (1,153)   (2,574)

 

Balances due to/from shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

Interim unaudited condensed consolidated statements of financial position

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Accrued liabilities   (68)   (382)
Net related party payable   (68)   (382)

 

Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

Interim unaudited condensed consolidated statements of changes in equity

 

   Six Months Ended June 30, 
   2026   2025 
Exercise of DSUs, RSUs and FSOs        
Contributed surplus   (323)   (87)
Share capital   323    124 
Net movement in equity       37 

 

Interim unaudited condensed consolidated statements of cash flows

 

    Three Months Ended June 30,   Six Months Ended June 30, 
    2026   2025   2026   2025 
Proceeds from exercise of options                37 
                 37 

 

20

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16    FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

 

The financial instruments measured at amortized cost are summarized below:

 

Financial Assets

 

   Financial assets as subsequently 
    measured at amortized cost 
    June 30,     December 31,  
    2026    2025 
Trade receivables   16,742    20,398 
Other assets   405    405 

 

Financial Liabilities

 

   Financial liabilities as subsequently 
   measured at amortized cost 
   June 30,   December 31, 
   2026   2025 
Trade payables   12,564    9,148 
Accrued liabilities   11,211    16,300 
Other liabilities   41    72 
Loans payable   2,809    3,512 
    26,625    29,032 

 

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

 

Fair Value Hierarchy

 

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

 

   June 30, 2026  December 31, 2025
   Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total
Financial assets                        
Fair value through profit and loss:                        
Cash and cash equivalents  3,308      3,308  6,658      6,658
                         
Financial liabilities                        
Fair value through profit and loss:                        
Share appreciation rights liability    415    415    594    594

 

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

 

21

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16    FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

 

Fair Value Hierarchy (continued)

 

During the three and six months ended June 30, 2026, a gain (loss) of EUR nil (three and six months ended June 30, 2025: EUR nil and a loss of EUR 157), was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss on remeasurement of deferred consideration (Note 8) for financial instruments designated as FVTPL.

 

During the three and six months ended June 30, 2026, a share-based compensation recovery of EUR 26 and EUR 175 (three and six months ended June 30, 2025: charge of EUR 589 and EUR 1,067) relating to share appreciation rights liability has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

 

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

 

Liquidity risk

 

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

 

The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through its capital management process. The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The Company is subject to externally imposed capital requirements in respect of its revolving credit facility (Note 14). The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at June 30, 2026:

 

   2026   2027   2028   2029   Thereafter   Total 
Trade payables and other liabilities   23,816                    23,816 
Lease obligations on right of use assets   1,466    1,446    729    292    45    3,978 
Loans payable   2,797                    2,797 
Share appreciation rights liability   2,481    1,307    131            3,919 
Other non-current liabilities   4    11    53    10    518    596 
    30,564    2,764    913    302    563    35,106 

 

22

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16    FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

 

Foreign currency exchange risk

 

The Company’s financial statements are presented in EUR; however, a portion of the Company’s net assets and operations are denominated in other currencies, particularly Canadian and US dollars, and Brazilian reals. Such net assets are translated into EUR at the foreign currency exchange rate in effect at the reporting date, and operations at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, the Company is exposed to foreign currency translation gains and losses, which are recorded in accumulated other comprehensive loss.

 

The Company is also exposed to risk on transactions in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and losses which are recorded in other operational costs. The Company estimates that an appreciation of the EUR of 10% relative to other currencies would result in a decrease of EUR 129 in earnings before income taxes while a depreciating EUR will have the opposite impact.

 

Credit risk

 

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

 

The Company mitigates the risk of credit loss relating to accounts receivable by evaluating the creditworthiness of new customers and establishes a provision for expected credit losses. The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, Financial Instruments, which permits the use of the lifetime expected loss provision for all accounts receivable. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.

 

The provision matrix below shows the expected credit loss rate for each aging category of trade receivable as at June 30, 2026:

 

       Aging (months)     
   Note   <1   1 - 3   >3   Total 
Gross trade receivable   11    16,240    755    425    17,420 
Expected credit loss rate        2%   4%   82%   4%
Expected credit loss provision   11    298    31    349    678 

 

23

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

16    FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

 

Credit risk (continued)

 

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2025:

 

       Aging (months)     
   Note   <1   1 - 3   >3   Total 
Gross trade receivable   11    17,858    2,697    1,370    21,925 
Expected credit loss rate        1%   4%   85%   7%
Expected credit loss provision   11    257    101    1,169    1,527 

 

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

 

Concentration risk

 

For the three and six months ended June 30, 2026, one customer (three and six months ended June 30, 2025: one customer) contributed more than 10% to the Company’s revenues. Aggregate revenues from this customer totaled EUR 3,877 and EUR 8,405 for the three and six months ended June 30, 2026 (three and six months ended June 30, 2025: EUR 4,436 and EUR 8,675).

 

As at June 30, 2026, no customer (December 31, 2025: none) constituted more than 10% to the Company’s accounts receivable. The Company continues to expand its customer base to reduce the concentration risk.

 

17   SUPPLEMENTARY CASH FLOW INFORMATION

 

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

 

   Six Months Ended June 30, 
Cash flows arising from movement in:  2026   2025 
Trade and other receivables   3,256    (4,911)
Prepaid expenses and other assets   (1,787)   (1,517)
Trade payables and other liabilities   (1,704)   6,393 
Changes in working capital   (235)   (35)

 

During the three and six months ended June 30, 2026 and 2025, there were no significant non-cash transactions from investing and financing activities.

 

24

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

17   SUPPLEMENTARY CASH FLOW INFORMATION (CONTINUED)

 

During the three and six months ended June 30, 2026 and 2025, the Company incurred both cash and non-cash interest expense and other financing charges. The following table shows the split as included in the interim unaudited condensed consolidated statement of loss and comprehensive loss for each period:

 

   Six Months Ended June 30, 2026   SIx Months Ended June 30, 2025 
   Cash   Non-cash   Total   Cash   Non-cash   Total 
Interest and financing fees   (382)   31    (351)   (248)   (210)   (458)
Foreign exchange gain   190    (35)   155        318    318 
Lease interest expense       (55)   (55)       (52)   (52)
Accretion expense on deferred consideration                   (168)   (168)
    (192)   (59)   (251)   (248)   (112)   (360)

 

18   SEGMENT INFORMATION

 

Operating

 

The Company has one reportable operating segment in its continuing operations, B2B online gaming.

 

Geography – Revenue

 

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

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Malta   4,763    4,551    10,593    10,588 
Netherlands   3,895    6,350    8,380    10,285 
Brazil   2,526    2,102    5,390    4,714 
United States   2,038    3,043    4,536    4,836 
Curaçao   2,226    2,587    3,998    4,406 
Belgium   1,737    1,233    3,371    2,492 
Croatia   894    1,093    2,343    2,146 
Marshall Islands   791    1,550    1,929    3,750 
Isle of Man   948    171    1,757    1,373 
Czech Republic   903    875    1,731    1,801 
Other   2,171    2,524    4,516    5,193 
Revenue   22,892    26,079    48,544    51,584 

 

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

 

25

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

18    SEGMENT INFORMATION (CONTINUED)

 

Geography – Non-Current Assets

 

Non-current assets are held in the following jurisdictions:

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
United States   60,329    61,699 
Rest of the world   5,590    5,965 
Non-current assets   65,919    67,664 

 

19    INCOME TAXES

 

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

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Income taxes payable   (351)   (1,824)
Deferred income tax liabilities   (421)   (509)

 

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

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Current income taxes (recovery) expense   549    (490)   516    167 
Deferred income taxes recovery   (40)   (43)   (86)   (86)
Total income taxes (recovery) expense   509    (533)   430    81 

 

26

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

19    INCOME TAXES (CONTINUED)

 

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

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Deferred tax assets          
Lease obligations on right of use assets   785    910 
Non-capital losses carried forward       32 
           
Deferred tax liabilities          
Goodwill and intangible assets   (421)   (509)
Right-of-use assets   (766)   (910)
Property and equipment   (19)   (32)
Deferred income tax liabilities   (421)   (509)

 

The reasons for the difference between the actual tax charge for the period and the standard rate of Company tax applied to profits for the period are as follows:

 

         
   Six Months Ended June 30, 
   2026   2025 
Consolidated loss before income taxes   (3,631)   (4,388)
Effective tax rate   27%   27%
Effective income taxes recovery   (963)   (1,163)
Effect of tax rate in foreign jurisdictions   483    610 
Non-deductible and non-taxable items   36    441 
Change in tax benefits not recognized   1,286    451 
Adjustment of prior year tax payable   51    (258)
Change in estimate for tax refunds in Malta   (463)    
Total income taxes expense   430    81 

 

20   CONTINGENT LIABILITIES

 

In the ordinary course of business, the Company is involved in, and potentially subject to, legal actions and proceedings. These may include, but are not limited to, claims regarding content performance and related errors.

 

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

 

27

 

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND JUNE 30, 2025

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

21   SUBSEQUENT EVENTS

 

Drayton International transaction & private placement

 

On July 22, 2026, subsequent to the reporting date, the Company completed the acquisition of all of the issued and outstanding securities of Drayton (the “Transaction”).

 

The aggregate consideration of approximately EUR 7.69m (USD 9.0m) was satisfied entirely through the issuance of 4,500,000 common shares of the Company (the “Consideration Shares”). Certain former shareholders of Drayton who received Consideration Shares are also subject to a lock-up pursuant to which they may not sell, transfer, dispose of, or otherwise deal in their Consideration Shares for up to 24 months following closing of the Transaction, with 25% of the locked-up Consideration Shares released at 12, 15, 18 and 24 months following closing of the Transaction. The Company also holds rights of first offer and matching rights over each of Drayton's five portfolio studios that are not wholly-owned.

 

In connection with the completion of the Transaction, the release conditions under the Company's non-brokered private placement of 751,445 subscription receipts (the “Offering”), which were issued at a price of USD 1.73 per subscription receipt on June 19, 2026, were satisfied.

 

The subscription receipts were automatically exchanged, without further action or additional consideration, for an equal number of common shares and non-transferable common share purchase warrants of the Company. Each warrant is exercisable into one common share at an exercise price of USD 2.16 for 36 months from completion of the Transaction, subject to acceleration in certain circumstances. The Offering’s escrowed proceeds of approximately EUR 1.1m (approximately USD 1.3m) were released to the Company.

 

The Transaction will be accounted for as a business combination under IFRS 3. As it completed shortly before these financial statements were authorized for issue, the initial accounting is incomplete and the disclosures of amounts recognized required by IFRS 3 have not been presented.

 

Revolving credit facility renewal

 

On July 22, 2026, subsequent to the reporting date, the Company obtained the consent of its lender to the aforementioned Transaction and renewed its revolving credit facility (Note 14) for a further year on terms consistent with the existing arrangement.

 

Staff restructuring

 

On July 9, 2026, the Company announced a further set of organizational and operational measures, including a reduction of its global workforce. These measures, together with the restructuring announced on January 8, 2026, are expected to deliver additional annualized cash savings once fully implemented.

 

Together, these steps position the Company as a leaner, more focused organization concentrated on its core technology, content, and platform products, and better structured to capitalize on growth opportunities as the global iGaming industry continues to regulate and mature.

 

 

 

 

Exhibit 99.2

 

 

 

Bragg Gaming Group Inc.

 

MANAGEMENT DISCUSSION & ANALYSIS FOR THE three AND SIX-MONTH PERIOD

ENDED JUNE 30, 2026

 

 

 

 

TABLE OF CONTENTS

 

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2026

 

1. MANAGEMENT DISCUSSION & ANALYSIS 2
2. CAUTION REGARDING FORWARD-LOOKING STATEMENTS 2
3. LIMITATIONS OF KEY METRICS AND OTHER DATA 3
4. OVERVIEW OF 2Q26 4
5. FINANCIAL RESULTS 10
5.1 Basis of financial discussion 10
5.2 Selected interim information 11
5.3 Other financial information 11
5.4 Selected financial information 13
5.5 Summary of quarterly results 14
5.6 Liquidity and capital resources 14
5.7 Cash flow summary 15
6 TRANSACTIONS BETWEEN RELATED PARTIES 16
7 DISCLOSURE OF OUTSTANDING SHARE DATA 18
8 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 18
9 CHANGES IN ACCOUNTING POLICY 18
10 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING 19
11 ADDITIONAL INFORMATION 19

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

1

 

 

1.MANAGEMENT DISCUSSION & ANALYSIS

 

This Management Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows for Bragg Gaming Group Inc. on a consolidated basis, for the three and six months ended June 30, 2026 (“2Q26”). References to “Bragg” or the “Company” in this MD&A refers to Bragg Gaming Group Inc. and its subsidiaries, unless the context requires otherwise. This document should be read in conjunction with the information presented in the interim unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 (the “Interim Financial Statements”).

 

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

 

This MD&A references non-IFRS financial measures and metrics, including those under the headings “Selected Financial Information” and “Other Financial Information” below. The Company believes these non-IFRS financial measures and metrics will provide investors with useful supplemental information about the financial performance of its business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating its business and making decisions. Although management believes these financial measures are important in evaluating the Company, they are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS. Non-IFRS measures are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS. These measures and metrics may be different from non-IFRS financial measures used by other companies, limiting their usefulness for comparison purposes. These non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. The non-IFRS measures and metrics used in this MD&A are “EBITDA”, “Adjusted EBITDA”, and “Adjusted EBITDA Margin”. See “Financial Results - Other Financial Information” in this MD&A for a reconciliation of these non-IFRS measures and metrics to their closest comparable IFRS measures and metrics.

 

Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to August 13, 2026, the date the Company’s Board of Directors (the “Board”) approved this MD&A.

 

2.CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

2

 

 

By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among other things, the Company’s stage of development, long-term capital requirements and future ability to fund operations, future developments in the Company’s markets and the markets in which it plans to compete, risks associated with its strategic alliances, the impact of entering new markets on the Company’s operations, and risks associated with new or proposed gaming regulations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. For a detailed description of risk factors associated with the Company, please refer to the “Risk Factors” section in the Company’s current annual information form (the “AIF”), a copy of which is available electronically on the Company’s website, under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov/search-filings.

 

This MD&A may contain future oriented financial information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook on Bragg’s proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including assumptions with respect to customer growth and market expansion. Bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of Bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this MD&A was made as of the date of this MD&A and Bragg disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

 

Shareholders and investors should not place undue reliance on forward-looking statements and FOFI as the plans, assumptions, intentions or expectations and projections upon which they are based might not occur. The forward-looking statements and FOFI contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements and FOFI in this MD&A describe the Company’s expectations and projections as of August 13, 2026, and, accordingly, are subject to change after such date. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

 

3.LIMITATIONS OF KEY METRICS AND OTHER DATA

 

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

 

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

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

3

 

 

4.OVERVIEW OF 2Q26

 

Bragg Gaming: Overview and Strategy

 

Bragg is a content-driven business-to-business (“B2B”) iGaming and vertically integrated technology provider. Its suite of iGaming content and technology, commercial relationships and operational licenses allows it to offer a complete gaming solution in regulated online gaming markets globally. Its premium content portfolio currently includes over 10,000 casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its remote games server as well as aggregated, licensed games from top studios around the world.

 

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

 

The Company was incorporated by Articles of Incorporation pursuant to the provisions of the Canada Business Corporations Act on March 17, 2004, and on December 20, 2018, the Company completed a business combination transaction to acquire Oryx Gaming International LLC (“Oryx”), a full turnkey iGaming solutions provider with an established customer base in Europe and Latin America.

 

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

 

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

 

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

 

In July 2026, subsequent to the reporting date, the Company completed the acquisition of all of the issued and outstanding securities of Drayton International ("Drayton"), a diversified gaming technology and content platform comprising equity interests in five game development studios and three proprietary technology and distribution platforms.

 

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

 

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

 

Driven by an experienced management team and offering its differentiated content portfolio, software-as-a-service technology and managed services, the Company aims to be a leading vertically integrated B2B provider to regulated online casinos, regulated online sports betting, lottery and land-based casino offerings in global markets.

 

Financial performance for the three months ended June 30, 2026

 

The Company has continued to execute against its strategic objectives, reducing its headcount and streamlining its cost base to strengthen margins, while aiming to expand through the acquisition of Drayton.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

4

 

 

The Company has only one operating segment: B2B online gaming, and as at June 30, 2026 it derived 81% of its revenue from its games and content services, with the remainder of its revenue coming from iGaming platform and Turnkey solutions in addition to strategic technology licensing. The Company’s customer base consists only of online gaming operators. The principal products and services provided by the Company are the licensing of its iGaming technology, games and content, and managed services. For the three months ended June 30, 2026, the majority of the Company’s operating revenue was geographically based in Europe, though this segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.

 

Revenue

 

For the three months ended June 30, 2026, the Company’s revenue1 decreased from the same period in the previous year by 12% to EUR 22.9m (2Q25: EUR 26.1m), mainly driven by anticipated roll-off of legacy platform contracts in the Netherlands and lower revenue in other markets, reflecting regulatory and customer-specific factors.

 

Total game and content products revenue amounted to EUR 18.4m (2Q25: EUR 22.5m) and accounted for 81% (2Q25: 86%) of total revenues. The period-on-period decrease in this revenue stream primarily reflected changes in market dynamics and a continued shift by operators toward direct supplier integrations in certain markets.

 

Gross Profit and Gross Margin

 

Gross profit decreased compared to the same period in the previous year by 14% to EUR 11.8m (2Q25: EUR 13.7m) with gross margin decreasing by 98 bps to 52% (2Q25: 53%). The gross profit and gross profit margin decreases are primarily due to the aforementioned decrease in revenue.

 

Expenses

 

Selling, general and administrative expenses decreased compared to the same period in the previous year by 14% to EUR 13.8m (2Q25: EUR 16.1m) representing 60% of the total revenue (2Q25: 62%).

 

These changes in the quarter were driven by the following:

 

(a)Salaries and subcontractors decreased by 9% on an underlying basis, driven by lower headcount and operational efficiencies. On a reported basis, salaries and subcontractors remained flat at EUR 5.7m (2Q25: EUR 5.7m), reflecting restructuring-related termination costs of EUR 0.4m incurred in 2Q26 and classified as Exceptional costs outside of the Adjusted EBITDA.

 

(b)Share based compensation costs decreased by EUR 0.6m to EUR 0.1m (2Q25: EUR 0.7m). The decrease reflects a reduction in the fair value of share appreciation rights awarded to the executive management on December 29, 2024, primarily driven by lower share price at the end of the period.

 

Total employee costs (including share-based compensation charge) decreased by EUR 0.7m to EUR 5.8m (2Q25: EUR 6.5m).

 

(c)Information technology and hosting largely remained flat at EUR 1.5m (2Q25: EUR 1.4m), with spend being mainly on hosting and security enhancements.

 

(d)Professional fees increased by EUR 0.5m to EUR 1.7m (2Q25: EUR 1.2m) generally comprising of audit and tax advisory, legal, compliance, regulatory and licensing costs. The increase is mainly due to one-off M&A transaction costs incurred in relation to Drayton, which have been classified as Exceptional costs outside of the Adjusted EBITDA.

 

 

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

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

5

 

 

(e)Corporate costs increased by EUR 0.1m to EUR 0.2m (2Q25: EUR 0.1m) which relate to costs incurred in connection with the Company’s listing on the Nasdaq and TSX, as well as costs of investor and public relations activities as part of the Company’s general corporate strategy.

 

(f)Sales and marketing decreased by EUR 0.2m to EUR 0.1m (2Q25: EUR 0.3m) primarily due to streamlining and scaling down on marketing spend.

 

(g)Bad debt expense was a credit of EUR 1.0m (2Q25: expense of EUR 0.7m). The favorable swing compared to the same period in the previous year is due to the release of historical provisions no longer required as well as improved customer collections.

 

(h)Other operational costs remained flat at EUR 0.5m (2Q25: EUR 0.5m) mainly comprised of corporate insurance, rent, rates and utilities.

 

Profitability

 

For the three months ended June 30, 2026, total operating loss amounted to EUR 1.9m (2Q25: operating loss of EUR 2.3m), a decrease of EUR 0.4m as a result of the decrease in selling, general and administrative expenses of EUR 2.3m, which was largely offset by the decrease in gross profit of EUR 1.9m.

 

The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 3.5m (2Q25: EUR 3.5m). However, Adjusted EBITDA Margin improved by 212 bps to 15% (2Q25: 13%). The margin improvement reflects a favorable period-over-period movement in bad debt expense following releases of historical provisions no longer required and reductions in compensation expenses as a result of headcount reductions carried out since the beginning of the fiscal year. For an explanation of the components of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation to Net Loss, see “Financial Results – Other Financial Information” in this MD&A.

 

Cash Flow

 

Cash flows generated from operating activities for the three months ended June 30, 2026 amounted to an inflow of EUR 4.1m (2Q25: EUR 2.6m) with the underlying operating performance decreasing to EUR 3.0m (2Q25: EUR 3.2m), offset by positive movement in working capital of EUR 1.3m and income taxes paid of EUR 0.2m (2Q25: negative movement in working capital of EUR 0.6m and income taxes paid of EUR nil).

 

Cash flows used in investing activities amounted to an outflow of EUR 3.5m (2Q25: EUR 3.9m), as a result of no further investments in associates (2Q25: EUR 0.2m) and lower spend on property and equipment of nearly EUR nil (2Q25: EUR 0.1m), with the investment in software development costs being static at EUR 3.5m when compared to the same period in the previous year.

 

Cash flows used in financing activities amounted to an outflow of EUR 0.6m (2Q25: EUR 4.6m), with the difference mainly due to the EUR 4.4m partial repayment of the promissory note in 2Q25.

 

Financial performance in the first half of 2026

 

Revenue

 

The Company’s revenue for the six months ended June 30, 2026, decreased from the same period in the previous year by 6% to EUR 48.5m (six months ended June 30, 2025: EUR 51.6m). The Company’s period-on-period decrease in revenue is mainly driven by the anticipated roll-off of legacy platform contracts in the Netherlands and lower revenue in other markets, reflecting regulatory and customer-specific factors.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

6

 

 

Gross Profit and Gross Margin

 

Gross profit for the six months ended June 30, 2026, decreased from the same period in the previous year by 7% to EUR 26.1m (six months ended June 30, 2025: EUR 28.0m), with gross margin remaining relatively flat at 54% (six months ended June 30, 2025: 54%). The gross profit decrease is primarily due to the aforementioned decrease in revenue.

 

Expenses

 

Selling, general and administrative expenses decreased from the same period in the previous year by 8% to EUR 29.4m (six months ended June 30, 2025: EUR 31.9m) representing 61% of total revenue (six months ended June 30, 2025: 62%). The lower expenditure is mainly driven by the following decreases compared to the same period in the previous year: EUR 1.4m in share-based compensation, reflecting a lower fair value of share appreciation rights driven by the lower share price at the end of the period, and EUR 1.7m in bad debt expense due to releases of historical provisions no longer required as well as improved customer collections. Those decreases were partially offset by one-off M&A transaction costs incurred during the first half of 2026.

 

Profitability

 

The Company’s Adjusted EBITDA remained static compared to the same period in the previous year at EUR 7.5m (six months ended June 30, 2025: EUR 7.5m), with Adjusted EBITDA Margin increasing by 91 bps to 16% (six months ended June 30, 2025: 15%). Operating loss amounted to EUR 3.4m (six months ended June 30, 2025: 4.0m), a decrease in loss of EUR 0.6m as a result of lower total employee costs and reduction in bad debt expense, largely offset by decrease in gross profit, as discussed in the previous sections. For an explanation of the components of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation to Net Loss, see “Financial Results - Other Financial Information” in this MD&A.

 

Management expects that the group-wide strategic realignment and headcount reductions carried out during the six months ended June 30, 2026 will generate run-rate cost savings, with these initiatives focused on integration and optimization.

 

Cash Flow

 

Cash flows generated from operating activities for the six months ended June 30, 2026 amounted to an inflow of EUR 5.7m (six months ended June 30, 2025: EUR 7.1m) with the underlying operating performance amounting to EUR 6.5m (six months ended June 30, 2025: EUR 7.3m), coupled with net negative movement in working capital of EUR 0.2m and income taxes paid of EUR 0.6m (six months ended June 30, 2025: net negative movement in working capital of EUR 0.2m and income taxes paid of EUR nil).

 

Cash flows used in investing activities amounted to an outflow of EUR 7.0m (six months ended June 30, 2025: EUR 7.2m), mainly comprising of investment in software development costs.

 

Cash flows used in financing activities amounted to an outflow of EUR 1.7m (six months ended June 30, 2025: EUR 5.2m), with the difference mainly due to the EUR 4.4m partial repayment of the promissory note in the first half of 2025 and the EUR 0.7m partial repayment of the revolving credit facility in the first half of 2026.

 

Financial Position

 

Cash and cash equivalents as at June 30, 2026 amounted to EUR 3.3m (December 31, 2025: EUR 6.7m), a decrease of EUR 3.4m as a result of EUR 5.7m cash generated from operating activities, offset by EUR 7.0m used in investing activities, EUR 1.7m used in financing activities and EUR 0.4m of foreign exchange loss.

 

Trade and other receivables as at June 30, 2026 totalled EUR 17.9m (December 31, 2025: EUR 21.1m), with the decrease driven by revenue performance and improved cash collection.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

7

 

 

Trade payables and other liabilities as at June 30, 2026 decreased by EUR 1.7m to EUR 23.8m (December 31, 2025: EUR 25.5m), primarily driven by timing of payments.

 

Others

 

·Drayton Acquisition and Private Placement: On July 22, 2026, subsequent to the reporting date, the Company completed the acquisition all of the issued and outstanding securities of Drayton (the “Transaction”).

 

The aggregate consideration of approximately EUR 7.69m (USD 9.0m) was satisfied entirely through the issuance of 4,500,000 common shares of the Company (the “Consideration Shares”). Certain former shareholders of Drayton who received Consideration Shares are also subject to a lock-up pursuant to which they may not sell, transfer, dispose of, or otherwise deal in their Consideration Shares for up to 24 months following closing of the Transaction, with 25% of the locked-up Consideration Shares released at 12, 15, 18 and 24 months following closing of the Transaction. The Company also holds rights of first offer and matching rights over each of Drayton's five portfolio studios that are not wholly-owned.

 

In connection with the completion of the Transaction, the release conditions under the Company's non-brokered private placement of 751,445 subscription receipts (the “Offering”), which were issued at a price of USD 1.73 per subscription receipt on June 19, 2026, were satisfied. The subscription receipts were automatically exchanged, without further action or additional consideration, for an equal number of common shares and non-transferable common share purchase warrants of the Company. Each warrant is exercisable into one common share at an exercise price of USD 2.16 for 36 months from completion of the Transaction, subject to acceleration in certain circumstances. The Offering’s escrowed proceeds of approximately EUR 1.1m (approximately USD 1.3m) were released to the Company.

 

The Transaction will be accounted for as a business combination under IFRS 3. As it completed shortly before the Interim Financial Statements were authorized for issue, the initial accounting is incomplete and the disclosures of amounts recognized required by IFRS 3 have not been presented.

 

·Financing: During the six months ended June 30, 2026, the Company repaid EUR 0.7m of its outstanding revolving credit facility, which is with a Tier One Canadian financial institution allowing for withdrawal of a maximum aggregate amount of up to USD 6.0m. During the six months ended June 30, 2026, the Company did not make any further draw downs from this available facility.

 

On July 22, 2026, subsequent to the reporting date, the Company obtained the consent of its lender to the aforementioned Transaction and renewed the revolving credit facility for a further year on terms consistent with the existing arrangement.

 

·Share Capital: As of June 30, 2026, the number of issued and outstanding shares was 25,631,959 (December 31, 2025: 25,553,293), the number of outstanding awards from equity incentive plans was 955,275 (December 31, 2025: 1,003,842), and the number of warrants issued in connection with convertible debt was 979,048 (December 31, 2025: 979,048).

 

·Employees: As of June 30, 2026, the Company had 456 employees, contractors, and subcontractors (June 30, 2025: 540) across Europe, North America, South America and India.

 

On July 9, 2026, subsequent to the reporting date, the Company announced a further set of organizational and operational measures, including a reduction of approximately 19% of its global workforce. These measures are expected to deliver additional annualized cash savings of approximately EUR 6.0m once fully implemented, bringing total expected annualized cash savings to approximately EUR 10.5m when combined with the restructuring announced on January 8, 2026.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

8

 

 

Strategic Progress

 

Bragg continuously delivers on its focused, global strategy of becoming a leader in iGaming by striving to provide best-in-class games and technology solutions which consistently meet and exceed industry standards.

 

Functioning as a go-to Nasdaq and TSX-listed regulated iGaming supplier to a dynamic portfolio of iGaming customers, Bragg can draw on a suite of online casino content and technology solutions which are available in more than 30 regulated iGaming jurisdictions globally.

 

The Company creates and delivers online casino content, including leading-edge proprietary content and top-tier online casino games from third-party studios. Bragg also serves as an enablement partner for online casino, sports betting and lottery operators looking to launch, run, scale and optimize their websites and apps for maximum success.

 

With a strong focus on the end user experience, Bragg leverages advanced analytics and increasingly powerful Artificial Intelligence (“AI”) with the aim of enhancing player engagement, maximizing revenue potential and driving smarter, more efficient iGaming operations.

 

Central to the Company’s 2026 strategy is an ambitious “AI-First” transformation plan. By targeting 2027 for full implementation, Bragg aims to ensure AI-enhanced products become standard in over 90% of all launches and that AI impacts over 75% of operational workflows. This shift leverages the "Bragg AI Brain" to enhance player engagement, maximize revenue potential, and drive smarter, more efficient iGaming operations.

 

The Company’s strategic focus areas to achieve its vision are:

 

a)Shifting Revenue Concentration

 

The Company aims to increase the percentage of revenue derived from the development and delivery of proprietary online casino content in order to provide a more margin-accretive mix and to improve profitability, to further the Company’s goal of reducing reliance on revenue from aggregated, non-exclusive online casino content by year-end.

 

b)Drayton Transaction

 

In July 2026, the Company completed the acquisition of Drayton, a strategic transaction designed to accelerate Bragg's presence in the regulated U.S. sports betting and horse racing markets. Drayton brings established technology and operational capabilities in these verticals, along with equity interests in a portfolio of licensed gaming studios. These studio relationships broaden Bragg's access to proprietary game content and features, which the Company intends to integrate across its existing platform, Hub, and PAM infrastructure.

 

c)U.S. Market Penetration

 

Bragg believes that it is strategically positioned for significant growth in the U.S. market through the leveraging of its proprietary and exclusive content portfolio. Bragg has successfully integrated with top-tier operators including FanDuel, DraftKings, Rush Street, Caesars and BetMGM and secured licenses in all key iGaming states. The Company expects further states to introduce regulatory frameworks for online casino operations in the coming years. The Company believes that it is well positioned to scale with the market. With technical integrations and commercial agreements already in place with the leading U.S. facing online casino operators, management believes that the projected costs and barriers for the Company to roll out in newly regulated U.S. jurisdictions are low, or negligible.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

9

 

 

 

d)Operational Excellence and Profitability

 

Following the initial restructuring announced on January 8, 2026, the Company announced on July 9, 2026 (subsequent to the reporting date) a further reduction of approximately 19% to its global workforce. Together these measures are expected to yield approximately EUR 10.5m in annualized cash savings once fully implemented.

 

Outlook

 

The Company's previously disclosed fiscal 2026 revenue and Adjusted EBITDA guidance (the “2026 Guidance”) was prepared in respect of the Company’s operations on a standalone basis.

 

The Company completed the acquisition of Drayton on July 22, 2026 (see "Overview of 2Q26 – Financial performance in the first half of 2026 – Others – Drayton Acquisition and Private Placement" in this MD&A for more information on the Transaction). Integration planning is underway, and the Company has limited operating history for the combined business.

 

With the integration of Drayton into the Company's operations at the planning stage, management does not have a reasonable basis on which to forecast the combined business for the remainder of the fiscal year. The Company is therefore withdrawing its previously disclosed 2026 Guidance.

 

Prior to the withdrawal of guidance, and on a standalone basis excluding Drayton, the Company was tracking below the low end of the revenue range and at the low end of the Adjusted EBITDA range, in each case as implied by the 2026 Guidance, while tracking to the upper end of the Adjusted EBITDA Margin range.

 

Management's focus is on integrating and optimizing the combined business, including aligning the product and technology roadmap, realizing identified efficiencies, and establishing the go-forward operating model and cost base.

 

5.FINANCIAL RESULTS

 

5.1BASIS OF FINANCIAL DISCUSSION

 

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

 

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

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

10

 

 

5.2SELECTED INTERIM INFORMATION

 

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

 

   Three Months Ended   Three Months Ended   Six Months Ended   Six Months Ended 
   June 30,   June 30,   June 30,   June 30, 
EUR 000  2026   2025   2026   2025 
Revenue   22,892    26,079    48,544    51,584 
Net Loss   (2,875)   (1,829)   (4,061)   (4,469)
EBITDA   2,952    2,621    6,196    5,661 
Adjusted EBITDA   3,522    3,459    7,538    7,543 
                     
Basic Loss Per Share   (0.11)   (0.07)   (0.16)   (0.18)
Diluted Loss Per Share   (0.11)   (0.07)   (0.16)   (0.18)

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Total assets   91,363    99,349 
Total non-current liabilities   3,198    3,953 
           
Dividends paid   nil    nil 

 

As at June 30, 2026, non-current financial liabilities primarily consist of EUR 2.1m in lease obligations on right of use assets in relation to office leases (December 31, 2025: EUR 2.7m).

 

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

 

5.3OTHER FINANCIAL INFORMATION

 

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

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

11

 

 

The Company also believes that such measures provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. However, these measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. There are a number of limitations related to the use of such non-IFRS measures as opposed to their nearest IFRS equivalents. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Company uses the non-IFRS financial measures and metrics “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA Margin”, each as defined below in this MD&A. The most directly comparable financial measure to each of EBITDA and Adjusted EBITDA is Net Loss. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. The Company’s management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

 

The Company defined such non-IFRS measures as follows:

 

“EBITDA” means as net income (loss) plus interest, taxes, depreciation and amortization; provided that all revenue, costs and expenses shall be recorded on an accrual basis. The Company’s method of calculating EBITDA may differ from the method used by other issuers and, accordingly, the Company’s EBITDA calculation may not be comparable to similarly titled measures used by other issuers.

 

“Adjusted EBITDA” means EBITDA after: (i) adding back share based compensation; (ii) deducting lease payments recorded as a depreciation of right-of-use assets and lease interest expense; (iii) adding back or deducting gain (loss) on lease modification; (iv) adding back or deducting gain (loss) on re-measurement of deferred consideration; (v) adding back certain exceptional costs; (vi) adding back transaction and acquisition costs; and (vii) adding back or deducting gain (loss) on disposal of tangible assets. “Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue.

 

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

 

   Three Months Ended June 30,   Six Months Ended June 30, 
EUR 000  2026   2025   2026   2025 
Net Loss   (2,875)   (1,829)   (4,061)   (4,469)
Income taxes (recovery) expense   509    (533)   430    81 
Loss Before Income Taxes   (2,366)   (2,362)   (3,631)   (4,388)
Net interest expense and other financing charges   425    14    251    360 
Depreciation and amortization   4,893    4,969    9,576    9,689 
EBITDA   2,952    2,621    6,196    5,661 
Depreciation of right-of-use assets   (376)   (215)   (678)   (429)
Lease interest expense   (29)   (25)   (55)   (52)
Gain on lease modification   (26)       (56)   (101)
Share based compensation   107    739    145    1,585 
Transaction and acquisition costs           40     
Exceptional costs   895    339    1,951    722 
Gain on disposal of tangible assets   (1)       (5)    
Loss on remeasurement of deferred consideration               157 
Adjusted EBITDA   3,522    3,459    7,538    7,543 

 

Exceptional costs during the three and six months ended June 30, 2026 amounted to EUR 0.9m and EUR 2.0m mainly relating to M&A transaction costs incurred in relation to the Drayton transaction and restructuring-related termination costs.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

12

 

 

Exceptional costs in the three and six months ended June 30, 2025 amounted to EUR 0.3m and EUR 0.7m relating to legal and professional costs associated with non-recurring corporate and regulatory matters, and employee retention incentives.

 

Loss on remeasurement of deferred consideration during the six months ended June 30, 2025 was in respect of the remeasurement of the present value of deferred share consideration in relation to the acquisition of Spin, which was fully settled on June 5, 2025, with the issuance of 371,496 shares.

 

5.4SELECTED FINANCIAL INFORMATION

 

Selected financial information is as follows:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
EUR 000  2026   2025   2024   2026   2025   2024 
Revenue   22,892    26,079    24,861    48,544    51,584    48,672 
Operating Loss   (1,941)   (2,348)   (1,215)   (3,380)   (4,028)   (2,483)
EBITDA   2,952    2,621    2,779    6,196    5,661    5,388 
Adjusted EBITDA   3,522    3,459    3,615    7,538    7,543    7,026 

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Total assets   91,363    99,349 
Total liabilities   31,864    36,647 

 

TRADE AND OTHER RECEIVABLES

 

   As at   As at 
   June 30,   December 31, 
EUR 000  2026   2025 
Trade receivables   16,742    20,398 
Sales tax   1,115    724 
Trade and other receivables   17,857    21,122 

 

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

 

   As at   As at 
   June 30,   December 31, 
EUR 000  2026   2025 
Less than one month   16,240    17,858 
Between two and three months   755    2,697 
Greater than three months   425    1,370 
    17,420    21,925 
Provision for expected credit losses   (678)   (1,527)
Trade receivables   16,742    20,398 

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

13

 

 

TRADE PAYABLES AND OTHER LIABILITIES

  

   As at   As at 
   June 30,   December 31, 
EUR 000  2026   2025 
Trade payables   12,564    9,148 
Accrued liabilities   11,211    16,300 
Other liabilities   41    72 
Trade payables and other liabilities   23,816    25,520 

 

5.5SUMMARY OF QUARTERLY RESULTS

 

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

 

   2026   2025   2024 
EUR 000  2Q26  1Q26  4Q25  3Q25  2Q25  1Q25  4Q24  3Q24
Revenue   22,892    25,652    27,686    26,804    26,079    25,505    27,160    26,169 
Operating loss   (1,941)   (1,439)   (88)   (1,202)   (2,348)   (1,680)   (654)   (406)
EBITDA   2,952    3,244    4,419    4,027    2,621    3,040    4,039    3,924 
Adjusted EBITDA   3,522    4,016    4,561    4,445    3,459    4,084    4,682    4,083 
Loss per share — Basic   (0.11)   (0.05)   (0.05)   (0.09)   (0.07)   (0.11)   (0.03)   (0.01)
Loss per share — Diluted   (0.11)   (0.05)   (0.05)   (0.09)   (0.07)   (0.11)   (0.03)   (0.01)

 

5.6LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s principal source of liquidity is its cash generated from operations. The Company also uses debt financing facilities, which provide additional capital to be used for operation expenditure and for the achievement of greater financial flexibility.

 

Revolving credit facility

 

During the three and six months ended June 30, 2026, the Company repaid EUR 0.7m of its outstanding revolving credit facility, which is with a Tier One Canadian financial institution allowing for withdrawal of a maximum aggregate amount of up to USD 6.0m. The associated securities, customary legal and financial covenants, and applicable interest rates are disclosed in the notes of the Interim Financial Statements. The drawdown balance on this facility is CAD 4.5m in CDN$ Term CORRA loans as at June 30, 2026 (as at December 31, 2025: CAD 4.5m in CDN$ Term CORRA loans and CAD 1.1m in CDN$ Prime Rate loans).

 

The Company calculates its working capital requirements from continuing operations as follows:

 

   As at   As at 
   June 30,   December 31, 
EUR 000  2026   2025 
Cash and cash equivalents   3,308    6,658 
Trade and other receivables   17,857    21,122 
Prepaid expenses and other assets   4,279    3,905 
Current liabilities excluding loans payable   (25,857)   (29,182)
Net working capital   (413)   2,503 
Loans payable   (2,809)   (3,512)
Net current assets   (3,222)   (1,009)

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

14

 

 

The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at June 30, 2026 are below:

 

   2026   2027   2028   2029   2030   Thereafter   Total 
Trade payables and other liabilities   23,816                        23,816 
Lease obligations on right of use assets   1,466    1,446    729    292    45        3,978 
Loans payable   2,797                        2,797 
Share appreciation rights liability   2,481    1,307    131                3,919 
Other non-current liabilities   4    11    53    10    14    504    596 
    30,564    2,764    913    302    59    504    35,106 

 

MARKET RISK

 

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

 

FOREIGN CURRENCY EXCHANGE RISK

 

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

 

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

 

LIQUIDITY RISK

 

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

 

5.7CASH FLOW SUMMARY

 

The highlights of cash flow from continuing operations include:

 

   Six Months Ended June 30, 
EUR 000  2026   2025 
Operating activities   5,728    7,074 
Investing activities   (6,962)   (7,201)
Financing activities   (1,748)   (5,178)
Effect of foreign exchange   (368)   (920)
Net cash flow   (3,350)   (6,225)

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

15

 

 

Cash flows used in investing activities are primarily due to additions to intangible assets of EUR 6.9m (six months ended June 30, 2025: EUR 6.4m).

 

   Six Months Ended June 30, 
EUR 000  2026   2025 
Purchases of property and equipment   (47)   (219)
Additions of intangible assets   (6,915)   (6,407)
Loan receivables       (375)
Investment in associates       (200)
Cash flows used in investing activities   (6,962)   (7,201)

 

Cash flows used in financing activities amounted to an outflow of EUR 1.7m (six months ended June 30, 2025: EUR 5.2m), with the difference mainly due to the EUR 4.4m partial repayment of the promissory note in the first half of 2025 and the EUR 0.7m partial repayment of the revolving credit facility in the first half of 2026.

 

   Six Months Ended June 30, 
EUR 000  2026   2025 
Proceeds from exercise of stock options       50 
Repayment of lease liability   (687)   (570)
Repayment of loans payable   (679)   (4,410)
Interest and financing fees   (382)   (248)
Cash flows used in financing activities   (1,748)   (5,178)

 

There have been no significant non-cash transactions from investing and financing activities in either period.

 

6TRANSACTIONS BETWEEN RELATED PARTIES

 

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

 

All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

16

 

 

Key Management Personnel

 

The Company’s key management personnel are comprised of members of the Board and the executive team.

 

Transactions with Shareholders, Key Management Personnel and Board of Directors

 

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

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Salaries and subcontractors   (531)   (745)   (972)   (1,523)
Share based compensation   287    (427)   (181)   (1,051)
    (244)   (1,172)   (1,153)   (2,574)

 

Balances due to/from shareholders, key management personnel and Board of Directors are set out as follows:

 

Interim unaudited condensed consolidated statements of financial position  As at   As at 
   June 30,   December 31, 
   2026   2025 
Accrued liabilities   (68)   (382)
Net related party payable   (68)   (382)

 

Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

 

Interim unaudited condensed consolidated statements of changes in equity  Six Months Ended June 30, 
   2026   2025 
Exercise of DSUs, RSUs and FSOs        
Contributed surplus   (323)   (87)
Share capital   323    124 
Net movement in equity       37 

 

Interim unaudited condensed consolidated statements of cash flows  Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Proceeds from exercise of options               37 
                37 

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

17

 

 

7DISCLOSURE OF OUTSTANDING SHARE DATA

 

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

 

   June 30,   August 13, 
   2026   2026 
Common Shares   25,631,959    31,063,404 
Warrants   979,048    1,730,493 
Fixed Stock Options   804,057    738,473 
Deferred Share Units   151,218    179,096 
    27,566,282    33,711,466 

 

8CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

 

The Interim Financial Statements were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.

 

9CHANGES IN ACCOUNTING POLICY

 

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

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

18

 

 

10MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

 

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

 

There have been no material changes in the Company’s internal control over financial reporting during the three and six months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. The Company continues to review and improve its internal control environment and enhancements have been made throughout the current financial period and previous financial year.

 

Disclosure controls and procedures

 

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

 

11ADDITIONAL INFORMATION

 

Additional information relating to the Company, including the Company’s annual information form, quarterly and annual reports and supplementary information is available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name. Press releases and other information are also available in the Investor section of the Company’s website at www.bragg.group.

 

 

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2026

19

 

 

 

Exhibit 99.3

 

FORM 52-109F2 

CERTIFICATION OF INTERIM FILINGS 

FULL CERTIFICATE

 

I, Matevž Mazij, Chief Executive Officer of Bragg Gaming Group Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended June 30, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:August 13, 2026

 

/s/ Matevž Mazij  
Matevž Mazij  
Chief Executive Officer  

 

 

 

 

 

Exhibit 99.4

 

FORM 52-109F2 

CERTIFICATION OF INTERIM FILINGS 

FULL CERTIFICATE

 

I, Robert Bressler, Chief Financial Officer and Secretary of Bragg Gaming Group Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended June 30, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2ICFR – material weakness relating to design: N/A

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:August 13, 2026.

 

/s/ Robert Bressler  
Robert Bressler  
Chief Financial Officer and Secretary  

 

 

 

 

 

Exhibit 99.5

 

 

 

Bragg Gaming Group Reports Second Quarter 2026 Financial Results

 

TORONTO, August 13, 2026 –- (BUSINESS WIRE) -- Bragg Gaming Group (NASDAQ:BRAG; TSX:BRAG) (“bragg” or the “Company”), a leading igaming content and platform technology solutions provider, today announced its financial results for the second quarter of 2026.

 

Second Quarter 2026 Financial Highlights

 

Revenue: Total quarterly revenue of EUR 22.9m (USD 26.1m)1 in the second quarter, a decrease of 12% from EUR 26.1m (USD 30.6m) in the second quarter of 2025:

 

oThe Netherlands revenue declined 14% year-over-year, reflecting the anticipated roll-off of legacy platform contracts following customer migrations;

 

oRevenue from proprietary content deployed in Canada and the United States grew 44% year-over-year, and 25% from 1Q26; and

 

oBrazil revenue was flat compared to the second quarter of 2025, as certain operators moved to direct supplier integrations.

 

Operating Loss, Net Loss and Adjusted EBITDA2

 

oOperating loss for the second quarter was EUR 1.9m (USD 2.2m), a EUR 0.4m (USD 0.5m) improvement from an operating loss of EUR 2.3m (USD 2.7m) in the same period of 2025, as reduced operating expenses more than offset the impact of lower revenue on gross profit;

 

oNet loss for the second quarter was EUR 2.9m (USD 3.3m), or EUR 0.11 (USD 0.13) per common share, compared to EUR 1.8m (USD 2.1m), or EUR 0.07 (USD 0.08) per common share, in the same period of 2025; and

 

o Adjusted EBITDA was EUR 3.5m (USD 4.0m), flat compared to the second quarter of 2025, representing an Adjusted EBITDA Margin3 of 15% compared to 13% in the second quarter of 2025. Adjusted EBITDA remained broadly flat despite lower revenue, resulting in a 212-basis-point expansion in margin. This was driven by compensation savings from headcount reductions implemented since the beginning of the fiscal year and a favorable period-over-period change in bad debt provisions.  

 

1 Results converted from EUR to USD assume an exchange rate of 1.1394 for the three-month period ending June 30, 2026, and assume an exchange rate of 1.1720 for the three-month period ending June 30, 2025.

 

2,3 Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS financial measures. For important information on the Company’s non-IFRS financial measures, see “Other Financial Information” below.

 

 

 

 

Second Quarter 2026 and Recent Business Highlights

 

Expanded Operator Relationships in Europe: Signed a definitive agreement with leading Belgian operator 711 to power its new online sportsbook, integrating Kambi’s Turnkey Sportsbook and bragg’s Fuze™ engagement toolset, and supported Super Technologies’ entry into the regulated Greek market through its Superbet brand with RGS games and HUB aggregation.

 

Announced Further Restructuring: On July 9, 2026, announced a further reduction of approximately 19% in its global workforce, expected to deliver approximately EUR 6.0m (USD 6.8m) in incremental annualized cash savings and bringing total expected annualized savings to approximately EUR 10.5m (USD 12.0m) together with the restructuring announced on January 8, 2026.

 

Entered the Alberta Market: On July 13, 2026, subsequent to quarter end, went live in the newly regulated Alberta igaming market at market opening, with multiple operators. More than 80 bragg titles are available to players in the province.

 

Completed the Acquisition of Drayton International: On July 22, 2026, subsequent to quarter end, completed the acquisition of Drayton International ("Drayton"), a diversified gaming technology and content platform, for USD 9.0m satisfied entirely in shares.

 

Appointed Matt Davey as Non-Executive Chairman: Matt Davey, Founder and Chairman of Tekkorp Capital and previously the builder of NYX Gaming Group, became Non-Executive Chairman on closing of the Drayton transaction and holds approximately 10% of bragg’s outstanding shares.

 

Completed Private Placement and Renewed Revolving Credit Facility: All 751,445 subscription receipts issued at USD 1.73 converted into common shares and warrants on closing of the Drayton transaction, releasing approximately EUR 1.1m (USD 1.3m) of escrowed funds. Subscribers included bragg’s Chief Financial Officer, Chief Operating Officer, director Thomas Winter and Non-Executive Chairman Matt Davey. The Company also renewed its revolving credit facility with a Tier One Canadian financial institution for a further year on terms consistent with the existing arrangement.  

 

Matevž Mazij, Chief Executive Officer of bragg, commented, “In the second quarter, we continued to execute on our strategy with a focus on profitability and disciplined cost management. Despite lower revenue, Adjusted EBITDA remained broadly flat and Adjusted EBITDA Margin expanded, supported by continued progress in reducing our cost base.”

 

“Since quarter end we closed the Drayton transaction, satisfied entirely in shares, and announced a further workforce reduction. Integrating Drayton is our primary focus for the remainder of the year. That work is underway across content and technology and remains at an early stage. Together with Matt Davey joining as Non-Executive Chairman, our direction is unchanged: a games-first strategy on a lower cost base.”

 

Matt Davey, incoming Non-Executive Chairman of bragg, commented, "I have invested in bragg because the underlying assets are genuinely valuable — proprietary content growing strongly in North America, proven platform technology, and a licensed footprint across more than 30 regulated markets that took years to build and cannot be quickly replicated. That value is not yet reflected in the Company's financial results and closing that gap will require real change in how the business is structured and operates. The sequence is clear: strengthen the balance sheet, simplify the operating model to a sustainably lower cash cost base, and then accelerate investment in product and distribution. The restructuring executed this year is a start, not a destination. Progress will be measured in cash generation in the short term, and revenue growth over time, and the Board will hold the business to that standard. As a significant investor in the Company, my interests are fully aligned with those of all shareholders and I look forward to reporting progress on our objectives over the coming quarters.”

 

 

 

 

Board Changes

 

The Company also announced that Donald Robertson has resigned from the Board of Directors, effective August 13, 2026. Jordan Gnat has been appointed to the Board with effect from the same date.

 

Mr. Gnat is a senior executive and investor with over 30 years of leadership experience, including more than 20 years in the global gaming, sports and media industries. He is Co-Founder and Managing Partner of Boardwalk Capital, a lower middle market private equity firm, and was previously founder and Chief Executive Officer of Playmaker Capital Inc., a digital sports media business sold to Better Collective A/S in February 2024. He has also held senior roles at FOX Bet, The Stars Group and Scientific Games, and served as President and Chief Executive Officer of Boardwalk Gaming and Entertainment. Mr. Gnat is a director of Think Research Corporation, Sandhills Gaming Corp., Omnigame A/S and Twin Pines Entertainment, and a member of the board of the Hospital for Sick Children Foundation.

 

Mr. Gnat participated in the Company's recent private placement and is a shareholder of bragg.

 

Commenting on the change, Matt Davey, Non-Executive Chairman of bragg, said, "On behalf of the Board, I would like to thank Donald Robertson for his service and for his contribution to bragg through a demanding period, and to wish him well. We are pleased to welcome Jordan Gnat. Jordan has spent more than 30 years building and scaling businesses as an operator and an investor, most recently taking Playmaker Capital from launch to a successful exit. His expertise and track record further strengthen a Board well equipped to support the combined business."

 

Withdrawal of2026 Outlook

 

The Company's previously disclosed fiscal 2026 revenue and Adjusted EBITDA guidance (the “2026 Guidance”) was prepared in respect of the Company’s operations on a standalone basis.

 

The Company completed the acquisition of Drayton on July 22, 2026 (see "Overview of 2Q26 – Financial performance in the first half of 2026 – Others – Drayton Acquisition and Private Placement" in the Company’s Management Discussion and Analysis (“MD&A”) for the quarter ended June 30, 2026). Integration planning is underway, and the Company has limited operating history for the combined business.

 

With the integration of Drayton into the Company's operations at the planning stage, management does not have a reasonable basis on which to forecast the combined business for the remainder of the fiscal year. The Company is therefore withdrawing its previously disclosed 2026 Guidance.

 

Prior to the withdrawal of guidance, and on a standalone basis excluding Drayton, the Company was tracking below the low end of the revenue range and at the low end of the Adjusted EBITDA range, in each case as implied by the 2026 Guidance, while tracking to the upper end of the Adjusted EBITDA Margin range.

 

Management's focus is on integrating and optimizing the combined business, including aligning the product and technology roadmap, realizing identified efficiencies, and establishing the go-forward operating model and cost base.

 

 

 

 

Investor Conference Call

 

The Company will host a conference call today at 8:30 a.m. Eastern Time, during which Bragg Chief Executive Officer, Matevž Mazij, and Chief Financial Officer, Robert Bressler, will discuss the Company’s financial results and provide a business update.

 

A presentation of these results will be made available to download at: https://investors.bragg.group/events-and-presentations/presentations/default.aspx

 

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

 

Participant Dial-In Numbers

 

International / United States Toll: +1 626 884 3620 

United States Toll-Free: +1 833 461 5787 

Canada Toll-Free: +1 833 769 6440 

Canada Toll: +1 365 657 4084 

United Kingdom Toll: +44 117 389 0104 

United Kingdom Toll-Free: +44 808 196 8935 

Conference ID: 781376648

 

The call will also be broadcast live and archived in the Investors section of the Company’s website, at: https://investors.bragg.group/events-and-presentations/events/default.aspx

 

About bragg

 

Bragg Gaming Group, “bragg” (NASDAQ: BRAG, TSX: BRAG) crafts igaming environments that elevate player experiences. By combining battle-tested regulatory expertise with smart technology and captivating games and gaming worlds, bragg delivers a proven revenue engine for operators and an unforgettable experience for players.

 

The bragg product suite includes:

 

casino games: Featuring bragg studios game experiences, as well as aggregated and bespoke IP crafted for bragg by partner studios.

 

fuze™: Real-time behavioral intelligence that maps player journeys to reduce churn and maximize lifetime value.

 

bragg hub: A single integration aggregating the industry's best games from bragg’s premium in-house studios and third-party games houses.

 

bragg PAM: A proven, scalable platform that simplifies operations across markets.

 

Licensed and operational in 30+ regulated markets globally, including the U.S., Canada, LatAm, and Europe, bragg is engineered for igaming players and built for operator growth.

 

 

 

 

Caution Regarding Forward-Looking Statements

 

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

 

By their nature forward-looking statements are subject to known and unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among other things, the Company’s stage of development, long-term capital requirements and future ability to fund operations, future developments in the Company’s markets and the markets in which it plans to compete, risks associated with its strategic alliances, the impact of entering new markets on the Company’s operations, and risks associated with new or proposed gaming regulations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. For a detailed description of risk factors associated with the Company, please refer to the “Risk Factors” section in the Company’s current annual information form (the “AIF”), a copy of which is available electronically on the Company’s website, under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov/search-filings.

 

Shareholders and investors should not place undue reliance on forward-looking statements and FOFI as the plans, assumptions, intentions or expectations and projections upon which they are based might not occur. The forward-looking statements and FOFI contained in this news release are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements and FOFI in this news release describe the Company’s expectations and projections as of August 13, 2026, and, accordingly, are subject to change after such date. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

 

Other Financial Information

 

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

 

 

 

 

The Company also believes that such measures provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. However, these measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. There are a number of limitations related to the use of such non-IFRS measures as opposed to their nearest IFRS equivalents. Accordingly, these non-IFRS measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The Company uses the non-IFRS financial measures and metrics “EBITDA”, “Adjusted EBITDA” and “Adjusted EBITDA Margin”, each as defined below in this news release. The most directly comparable financial measure to each of EBITDA and Adjusted EBITDA is Net Loss. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers. The Company’s management uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

 

The Company defined such non-IFRS measures as follows:

 

“EBITDA” means as net income (loss) plus interest, taxes, depreciation and amortization; provided that all revenue, costs and expenses shall be recorded on an accrual basis. The Company’s method of calculating EBITDA may differ from the method used by other issuers and, accordingly, the Company’s EBITDA calculation may not be comparable to similarly titled measures used by other issuers. “Adjusted EBITDA” means EBITDA after: (i) adding back share based compensation; (ii) deducting lease payments recorded as a depreciation of right-of-use assets and lease interest expense; (iii) adding back or deducting gain (loss) on lease modification; (iv) adding back or deducting gain (loss) on re-measurement of deferred consideration; (v) adding back certain exceptional costs; (vi) adding back transaction and acquisition costs; and (vii) adding back or deducting gain (loss) on disposal of tangible assets. “Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue.

 

A reconciliation of operating loss to EBITDA and Adjusted EBITDA is as follows in this news release as well as in the Company’s MD&A for the quarter ended June 30, 2026.

 

Future Oriented Financial Information

 

This news release may contain future oriented financial information (“FOFI”) within the meaning of applicable securities laws. The FOFI has been prepared by management to provide an outlook on bragg’s proposed activities and potential results and may not be appropriate for other purposes. The FOFI has been prepared based on a number of assumptions, including assumptions with respect to customer growth and market expansion. bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this news release was made as of the date of this news release and bragg disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

 

Join bragg on LinkedIn

 

For further information:

 

Robert Bressler 

Chief Financial Officer 

Bragg Gaming Group Inc. 

+1 (647)-480-1591 

investors@bragg.group

 

 

 

 

Financial tables follow:

 

BRAGG GAMING GROUP INC. 

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS 

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Revenue   22,892    26,079    48,544    51,584 
Cost of revenue   (11,053)   (12,336)   (22,478)   (23,557)
Gross Profit   11,839    13,743    26,066    28,027 
                     
Selling, general and administrative expenses   (13,780)   (16,091)   (29,446)   (31,898)
Loss on remeasurement of deferred consideration               (157)
Operating Loss   (1,941)   (2,348)   (3,380)   (4,028)
                     
Net interest expense and other financing charges   (425)   (14)   (251)   (360)
Loss Before Income Taxes   (2,366)   (2,362)   (3,631)   (4,388)
                     
Income taxes recovery (expense)   (509)   533    (430)   (81)
Net Loss   (2,875)   (1,829)   (4,061)   (4,469)
                     
Items to be reclassified to net loss:                    
Cumulative translation adjustment   308    (2,680)   609    (4,103)
Net Comprehensive Loss   (2,567)   (4,509)   (3,452)   (8,572)
                     
Basic Loss Per Share   (0.11)   (0.07)   (0.16)   (0.18)
Diluted Loss Per Share   (0.11)   (0.07)   (0.16)   (0.18)
                     
    Millions     Millions     Millions    Millions 
Weighted average number of shares - basic   25.6    25.2    25.6    25.1 
Weighted average number of shares - diluted   25.6    25.2    25.6    25.1 

 

 

 

 

BRAGG GAMING GROUP INC. 

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   As at   As at 
   June 30,   December 31, 
   2026   2025 
Cash and cash equivalents   3,308    6,658 
Trade and other receivables   17,857    21,122 
Prepaid expenses and other assets   4,279    3,905 
Total Current Assets   25,444    31,685 
Property and equipment   972    1,198 
Right-of-use assets   3,348    3,975 
Intangible assets   29,208    30,421 
Goodwill   31,558    31,206 
Investments in associates   428    459 
Other assets   405    405 
Total Assets   91,363    99,349 
           
Trade payables and other liabilities   23,816    25,520 
Income taxes payable   351    1,824 
Lease obligations on right of use assets   1,378    1,367 
Share appreciation rights liability   312    471 
Loans payable   2,809    3,512 
Total Current Liabilities   28,666    32,694 
Deferred income tax liabilities   421    509 
Lease obligations on right of use assets   2,078    2,725 
Share appreciation rights liability   103    123 
Other non-current liabilities   596    596 
Total Liabilities   31,864    36,647 
           
Share capital   134,269    133,946 
Contributed surplus   17,670    17,673 
Accumulated deficit   (93,593)   (89,461)
Accumulated other comprehensive income   1,153    544 
Total Equity   59,499    62,702 
Total Liabilities and Equity   91,363    99,349 

 

 

 

 

BRAGG GAMING GROUP INC. 

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES 

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
EUR 000  2026   2025   2026   2025 
Revenue   22,892    26,079    48,544    51,584 
Operating Loss   (1,941)   (2,348)   (3,380)   (4,028)
EBITDA   2,952    2,621    6,196    5,661 
Adjusted EBITDA   3,522    3,459    7,538    7,543 

 

 

 

 

BRAGG GAMING GROUP INC. 

RECONCILIATION OF OPERATING LOSS TO EBITDA AND ADJUSTED EBITDA 

PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
EUR 000  2026   2025   2026   2025 
Net Loss   (2,875)   (1,829)   (4,061)   (4,469)
Income taxes (recovery) expense   509    (533)   430    81 
Loss Before Income Taxes   (2,366)   (2,362)   (3,631)   (4,388)
Net interest expense and other financing charges   425    14    251    360 
Depreciation and amortization   4,893    4,969    9,576    9,689 
EBITDA   2,952    2,621    6,196    5,661 
Depreciation of right-of-use assets   (376)   (215)   (678)   (429)
Lease interest expense   (29)   (25)   (55)   (52)
Gain on lease modification   (26)       (56)   (101)
Share based compensation   107    739    145    1,585 
Transaction and acquisition costs           40     
Exceptional costs   895    339    1,951    722 
Gain on disposal of tangible assets   (1)       (5)    
Loss on remeasurement of deferred consideration               157 
Adjusted EBITDA   3,522    3,459    7,538    7,543 

 

 

 

 

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