Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2023

Commission File Number: 001-40759

Bragg Gaming Group Inc.

(Translation of registrant’s name into English)

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

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

Form 20-F ☐ Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INCORPORATION BY REFERENCE

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

DOCUMENTS FILED AS PART OF THIS FORM 6-K


Exhibit		Description

99.1		Bragg Gaming Group Inc. - Interim unaudited condensed consolidated Financial Statements – Three and six-month period ended June 30, 2023
99.2		Management discussion & analysis for the three and six-month period ended June 30, 2023
99.3		Certification of Interim Filings - CEO
99.4		Certification of Interim Filings - CFO
99.5		News release, dated August 10, 2023

SIGNATURES

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


	BRAGG GAMING GROUP INC.

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

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Exhibit 99.1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Three and six-month periods ended June 30, 2023 and June 30, 2022

Presented in Euros (Thousands)

Table of Contents

TABLE OF CONTENTS


INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE (LOSS) INCOME		1
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION		2
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY		3
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		4

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1	GENERAL INFORMATION	5
2	SIGNIFICANT ACCOUNTING POLICIES	5
3	PROFIT BEFORE INCOME TAXES CLASSIFIED BY NATURE	6
4	ACQUISITION OF SPIN GAMES LLC	7
5	CONVERTIBLE DEBT	8
6	SHARE CAPITAL	11
7	WARRANTS	12
8	SHARE BASED COMPENSATION	13
9	GOODWILL	16
10	DEFERRED CONSIDERATION	17
11	INTANGIBLE ASSETS	18
12	CASH AND CASH EQUIVALENTS	18
13	TRADE AND OTHER RECEIVABLES	19
14	PREPAID EXPENSES AND OTHER ASSETS	20
15	TRADE PAYABLES AND OTHER LIABILITIES	20
16	RELATED PARTY TRANSACTIONS	20
17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	23
18	SUPPLEMENTARY CASHFLOW INFORMATION	26
19	SEGMENT INFORMATION	26
20	INCOME TAXES	27
21	CONTINGENT LIABILITIES	28
22	SUBSEQUENT EVENTS	28

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE (LOSS) INCOME

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


		Three Months Ended June 30,		Six Months Ended June 30,
	Note	2023	2022	2023	2022
Revenue	3, 19	24,729	20,794	47,588	40,154
Cost of revenue		(10,903)	(9,167)	(21,542)	(18,507)
Gross Profit		13,826	11,627	26,046	21,647

Selling, general and administrative expenses	3	(13,082)	(11,305)	(24,988)	(21,505)
Loss on remeasurement of derivative liability	5	(115)	—	(179)	—
Gain on settlement of convertible debt	5	204	—	204
Gain on remeasurement of consideration receivable	3	—	—	—	37
Gain on remeasurement of deferred consideration	4, 10	438	469	708	469
Operating Income		1,271	791	1,791	648

Net interest expense and other financing charges	3	(368)	(126)	(964)	(278)
Profit Before Income Taxes	3	903	665	827	370

Income taxes	20	(526)	(575)	(926)	(1,000)
Net Income (Loss)		377	90	(99)	(630)

Items to be reclassified to net income (loss):
Cumulative translation adjustment		(585)	1,601	(1,143)	2,185

Net Comprehensive (Loss) Income		(208)	1,691	(1,242)	1,555

Basic Income (Loss) Per Share		0.02	0.00	(0.00)	(0.03)
Diluted Income (Loss) Per Share		0.02	0.00	(0.00)	(0.03)

		Millions	Millions	Millions	Millions
Weighted average number of shares - basic		22.3	21.0	22.0	20.9
Weighted average number of shares - diluted		23.6	21.8	23.3	20.9

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

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

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


		As at	As at
		June 30,	December 31,
	Note	2023	2022
Cash and cash equivalents	12	10,742	11,287
Trade and other receivables	13	16,515	16,628
Prepaid expenses and other assets	14	3,387	1,823
Total Current Assets		30,644	29,738
Property and equipment		692	660
Right-of-use assets		1,242	576
Intangible assets	11	39,520	41,705
Goodwill	4, 9	31,662	31,662
Other assets		47	47
Total Assets		103,807	104,388

Trade payables and other liabilities	15	19,337	19,549
Deferred revenue		408	746
Income taxes payable	20	1,229	1,113
Lease obligations on right of use assets - current		342	294
Deferred consideration - current	4, 10	899	1,176
Derivative liability - current	5	1,006	1,320
Loans payable		—	109
Total Current Liabilities		23,221	24,307
Deferred income tax liabilities	20	1,201	1,201
Lease obligations on right of use assets - non-current		973	344
Convertible debt	5	4,532	6,648
Deferred consideration - non-current	4, 10	836	2,121
Other non-current liabilities		233	233
Total Liabilities		30,996	34,854

Share capital	6	117,061	109,902
Broker warrants	7	38	38
Shares to be issued		3,491	6,982
Contributed surplus		21,596	20,745
Accumulated deficit		(72,326)	(72,227)
Accumulated other comprehensive income		2,951	4,094
Total Equity		72,811	69,534
Total Liabilities and Equity		103,807	104,388

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

Approved on behalf of the Board


Yaniv Sherman	Holly Gagnon
Chief Executive Officer	Non Executive Director

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


												Accumulated
												other
		Share		Shares to		Broker		Contributed		Accumulated		comprehensive		Total
	Note	capital		be issued		warrants		surplus		Deficit		income (loss)		Equity
Balance as at January 1, 2022			100,285		13,746		38		18,385		(68,743)		2,484		66,195
Shares issued as consideration	6		1,426		—		—		—		—		—		1,426
Shares issued as deferred consideration	6		6,764		(6,764)		—		—		—		—		—
Exercise of deferred share units	6, 8		1,407		—		—		(1,407)		—		—		—
Exercise of stock options	6, 8		15		—		—		(5)		—		—		10
Share-based compensation	8		—		—		—		2,097		—		—		2,097
Net loss for the period			—		—		—		—		(630)		—		(630)
Other comprehensive income			—		—		—		—		—		2,185		2,185
Balance as at June 30, 2022			109,897		6,982		38		19,070		(69,373)		4,669		71,283

Balance as at January 1, 2023			109,902		6,982		38		20,745		(72,227)		4,094		69,534
Shares issued upon exercise of convertible debt	5, 6		2,127		—		—		—		—		—		2,127
Shares issued as deferred consideration	6, 10		4,595		(3,491)		—		—		—		—		1,104
Exercise of restricted share units	6, 8		213		—		—		(213)		—		—		—
Exercise of deferred share units	6, 8		218		—		—		(218)		—		—		—
Exercise of stock options	6, 8		6		—		—		(2)		—		—		4
Share-based compensation	8		—		—		—		1,284		—		—		1,284
Net income for the period			—		—		—		—		(99)		—		(99)
Other comprehensive loss			—		—		—		—		—		(1,143)		(1,143)
Balance as at June 30, 2023			117,061		3,491		38		21,596		(72,326)		2,951		72,811

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

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BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)


		Six Months Ended June 30,
	Note	2023	2022
Operating Activities
Net loss		(99)	(630)
Add:
Net interest expense and other financing charges	3	964	278
Depreciation and amortization	3	5,963	3,459
Share based compensation	3, 8	1,284	2,097
Loss on remeasurement of derivative liability	5	179	—
Gain on settlement of convertible debt	5	(204)	—
Gain on remeasurement of consideration receivable		—	(37)
Gain on remeasurement of deferred consideration	4, 10	(708)	(469)
Deferred income tax recovery	20	—	(288)
		7,379	4,410
Change in non-cash working capital	18	(2,338)	2,737
Change in income taxes payable		117	440
Cash Flows From Operating Activities		5,158	7,587

Investing Activities
Purchases of property and equipment		(206)	(153)
Additions of intangible assets	11	(3,709)	(2,744)
Proceeds from sale of discontinued operations		—	91
Consideration paid upon business combination	4	—	(8,488)
Cash acquired from business combination	4	—	242
Prepaid consideration	4, 14	—	(821)
Cash Flows Used In Investing Activities		(3,915)	(11,873)

Financing Activities
Proceeds from exercise of stock options	8	4	10
Repayment of convertible debt	5	(939)	—
Repayment of lease liability		(154)	(64)
Repayment of loans		(107)	(661)
Interest income		—	9
Interest and financing fees	3	(133)	(129)
Cash Flows Used In Financing Activities		(1,329)	(835)

Effect of foreign currency exchange rate changes on cash and cash equivalents		(459)	161
Change in Cash and Cash Equivalents		(545)	(4,960)
Cash and cash equivalents at beginning of period		11,287	16,006
Cash and Cash Equivalents at end of period		10,742	11,046

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

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1 GENERAL INFORMATION

Nature of operations

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

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

2 SIGNIFICANT ACCOUNTING POLICIES

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

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, 2022.

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

These interim financial statements have been prepared on the going concern basis, which assumes that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business.

These interim financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on August 10, 2023.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

3 PROFIT BEFORE INCOME TAXES CLASSIFIED BY NATURE

The profit before income taxes is classified as follows:


		Three Months Ended June 30,		Six Months Ended June 30,
	Note	2023	2022	2023	2022
Revenue		24,729	20,794	47,588	40,154
Cost of revenue		(10,903)	(9,167)	(21,542)	(18,507)
Gross Profit		13,826	11,627	26,046	21,647

Salaries and subcontractors		(6,213)	(4,975)	(11,716)	(8,955)
Share based compensation	8	(526)	(797)	(1,284)	(2,097)
Total employee costs		(6,739)	(5,772)	(13,000)	(11,052)
Depreciation and amortization		(3,254)	(1,883)	(5,963)	(3,459)
IT and hosting		(1,060)	(610)	(2,037)	(1,058)
Professional fees		(657)	(895)	(1,286)	(1,748)
Corporate costs		(132)	(262)	(276)	(769)
Sales and marketing		(468)	(607)	(881)	(1,270)
Bad debt expense	13	127	(313)	88	(417)
Travel and entertainment		(203)	(184)	(392)	(265)
Transaction and acquisition costs		—	(146)	(32)	(346)
Other operational costs		(696)	(633)	(1,209)	(1,121)
Selling, General and Administrative Expenses		(13,082)	(11,305)	(24,988)	(21,505)

Loss on remeasurement of derivative liability	5	(115)	—	(179)	—
Gain on settlement of convertible debt	5	204	—	204	—
Gain on remeasurement of consideration receivable		—	—	—	37
Gain on remeasurement of deferred consideration	4, 10	438	469	708	469
Operating Income		1,271	791	1,791	648

Interest income		—	4	—	9
Accretion on liabilities	4, 10	(456)	(34)	(962)	(34)
Foreign exchange gain (loss)		150	(39)	131	(124)
Interest and financing fees		(62)	(57)	(133)	(129)
Net Interest Expense and Other Financing Charges		(368)	(126)	(964)	(278)
Profit Before Income Taxes		903	665	827	370

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4 ACQUISITION OF SPIN GAMES LLC

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

The Company signed a purchase agreement to acquire all of the outstanding membership interests of Spin in a cash and stock transaction for an undiscounted purchase price of EUR 17,179 (USD 18,402). Pursuant to the transaction, the sellers of Spin received EUR 10,626 (USD 11,383) in cash, EUR 1,426 (USD 1,528) in common shares of the Company and is expected to receive EUR 4,347 (USD 4,657) worth of common shares of the Company over the next three years. The fair value of the deferred consideration was determined using a put option pricing model with volatility of between 71.4% and 80.9%, annual dividend rate of 0%, and time to maturity of 1-3 years.

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

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


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

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

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4	ACQUISITION OF SPIN GAMES LLC (CONTINUED)

In the three and six months ended June 30, 2023, an accretion expense of EUR 121 and EUR 258, respectively (three and six months ended June 30, 2022: EUR 34) relating to deferred consideration was recorded in the interim unaudited condensed consolidated statements of income (loss) and comprehensive (loss) income.

In the three and six months ended June 30, 2023, a gain on remeasurement of deferred consideration of EUR 438 and EUR 708, respectively (three and six months ended June 30, 2022: EUR 469) was recorded in the interim unaudited condensed consolidated statements of income (loss) and comprehensive loss (income).

On June 1, 2023, the Company settled the first tranche of deferred consideration in stock amounting to EUR 1,112.

As at June 30, 2023, the Company measured the present value of deferred consideration to be paid in common shares of EUR 899 and EUR 836 recorded in current and non-current liabilities, respectively (December 31, 2022: EUR 1,176 and EUR 2,121 in current and non-current liabilities, respectively).

The present value of deferred consideration is measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012) applying a annual dividend rate of 0.0% and volatility of between 53.6% and 59.7% resulting in a DLOM of 11.5% and 17.8% for the second and third anniversary settlement of consideration, respectively.

Pro-forma revenues and net loss for the comparative period in 2022

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

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

5 CONVERTIBLE DEBT

On September 5, 2022, the Company entered into a Funding Agreement for an investment of EUR 8,770 (USD 8,700) with Lind in the form of a Convertible Debt with a face value of EUR 10,081 (USD 10,000), bearing interest at an inherent rate of 7.5% maturing 24 months after issuance. Net proceeds after deducting transaction fees were EUR 8,053. The face value of the Convertible Debt has a 24-month maturity date and can be paid in cash or be converted into common shares of the Company ("Shares") at a conversion price equal to 87.5% of the five-day volume weighted average price ("VWAP") immediately prior to each conversion. Shares issued upon conversion are subject to a 120-day lock-up period following deal close.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5	CONVERTIBLE DEBT (CONTINUED)

The Funding Agreement contains restrictions on how much may be converted in any particular month, which is limited to 1/20 of outstanding balance or USD 1,000 if exchange volume is above specified minimum, which conversions may be accelerated in certain circumstances. The Company also has the option at any time to buy back the entire remaining balance of the Convertible Debt, subject to a partial conversion right in favor of Lind to convert up to 1/3 of the outstanding amount into Shares in such circumstances. In connection with the Convertible Debt, Lind was issued warrants to purchase up to 979,048 common shares at a price of CAD 9.28 per share for a period of 60 months (Note 7).

The value of the Convertible Debt is equal to the value of the debt-like host instrument based on market participants’ current required yield for debt-like instruments with similar credit quality and terms (excluding the buy-back or conversion options), plus the value of the embedded derivatives.

The host debt component is fair valued by discounting the value of the expected future cash flows under the terms of the Funding Agreement using a market cost of debt of 7.5% for an equivalent non-convertible bond. The fair value of the Convertible Debt without the embedded derivatives (the “Host Debt”) has been estimated by reference to the income approach using a discounted cash flow (“DCF”) method. Using this approach, the present value of the Host Debt on September 5, 2022 was determined to be EUR 8,723 (USD 8,653).

On September 5, 2022, to value the embedded derivatives, representing the conversion options (“Conversion Options”), Option Pricing methodology by reference to a Monte Carlo Simulation model (“MCS”) has been applied as a series of 20 call options with a strike price of 87.5% of the 5-day future VWAP immediately prior to each conversion date. Key valuation inputs and assumptions used in the MCS are stock price of CAD 6.188, expected life of between 0.42 and 2.00 years, annualized volatility of between 65.32% and 75.54%, annual risk-free rate of between 3.6% and 3.7%, and annual dividend yield of 0.0%. Based on the average value from 10,000 simulated trials the aggregate fair value of the Conversion Options on September 5, 2022 was calculated as EUR 1,483 (CAD 1,935).

The aggregate fair value of the Host Debt and Conversion Options exceeds the transaction price of EUR 8,770. Therefore, under the provisions of IFRS 9, the embedded derivatives (being the Conversion Options) were fair valued first and the Host Debt was allocated the residual balance. The warrants component of the Convertible Debt was allocated the residual interest of EUR nil.

The Company incurred transaction costs of EUR 717 related to the issuance of the convertible debt and were allocated proportionally to the Host Debt and Conversion Options in the amount of EUR 596 and EUR 121, respectively. All costs allocated to the Conversion Options were expensed as transaction and acquisition costs under selling, general and administrative expenses in the consolidated statements of income (loss) and comprehensive (loss) income.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5	CONVERTIBLE DEBT (CONTINUED)


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

Accretion expense	704	—	704
Loss on remeasurement of derivative liability	—	179	179
Gain on settlement of convertible debt	—	(204)	(204)
Shares issued upon exercise of convertible debt	(1,841)	(286)	(2,127)
Repayment of convertible debt	(939)	—	(939)
Effect of movement in exchange rates	(40)	(3)	(43)
Balance as at June 30, 2023	4,532	1,006	5,538

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

On June 30, 2023, the aggregate fair value of the Conversion Options was calculated as EUR 1,006 (CAD 1,450). Key valuation inputs and assumptions used are closing stock price on June 30, 2023 of CAD 4.090, 5-day VWAP of CAD 4.026, expected life of between 0.04 and 1.13 years, annual risk-free rate of between 5.2% and 5.5%, and annual dividend yield of 0.0%.

For the three and six months ended June 30, 2023, an accretion expense of EUR 335 and EUR 704, respectively, was recognised in net interest expense and other financing charges (three and six months ended June 30, 2022: EUR nil) in respect of the Host Debt component. For the three and six months ended June 30, 2023, a loss of EUR 64 and EUR 179 on remeasurement of derivative liability (three and six months ended June 30, 2022: EUR nil) was recognised in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

During the three and six months ended June 30, 2023, 172,780 and 617,357 shares, respectively, were issued upon exercise of Convertible Debt (three and six months ended June 30, 2022: nil) (Note 6). The Company also elected to settle USD 1,000 of the debt in cash upon delivery of a cash in-lieu of shares conversion notice for a total of USD 1,030. Both of these transactions represented USD 3,000 of the total face value of USD 10,000 convertible debt.

Immediately prior to any conversion, the embedded derivative liability is remeasured at fair value through profit and loss. Key valuation inputs and assumptions used are closing stock price on dates of conversion of between CAD 4.470 and 5.400, 5-day VWAP of between CAD 4.502 and 5.615, expected life of between nil and 1.58 years, annual risk-free rate of between 4.2% and 5.8%, and annual dividend yield of 0.0%.

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5	CONVERTIBLE DEBT (CONTINUED)

Derivative and host debt balances representing the fair value of the converted debt are subsequently transferred to the share capital account in the interim unaudited condensed statements of changes in equity. Upon exercise, during the three and six months ended June 30, 2023, EUR 451 and EUR 1,841, respectively, of host debt liability, and EUR 61 and EUR 286, respectively, of derivative liability was transferred to share capital in the interim unaudited condensed consolidated statements of changes in equity for a total of EUR 512 and EUR 2,126, respectively (three and six months ended June 30, 2022: EUR nil).

6 SHARE CAPITAL

Authorized - Unlimited Common Shares, fully paid

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


		Note	Number	Value
January 1, 2022	Balance		19,956,034	100,285
March 17, 2022, to June 22, 2022	Issuance of share capital upon exercise of FSOs	8	5,900	15
March 22, 2022	Issuance of share capital upon exercise of DSUs	8	97,045	1,407
June 1, 2022	Shares issued on completion of private placement		285,135	1,426
June 16, 2022	Shares issued upon completion of Oryx earn-out		761,754	6,764
June 30, 2022	Balance		21,105,868	109,897

January 1, 2023	Balance		21,107,968	109,902
January 10, 2023 to May 23, 2023	Issuance of share capital upon exercise of FSOs	8	2,450	6
April 6, 2023	Issuance of share capital upon exercise of DSUs	8	38,334	218
April 6, 2023	Issuance of share capital upon exercise of RSUs	8	40,000	213
January 13, 2023 to May 4, 2023	Shares issued upon exercise of Convertible Debt	5	617,357	2,127
June 1, 2023	Shares issued upon settlement of deferred consideration for Spin acquisition	4	357,739	1,104
June 8, 2023	Shares issued upon settlement of deferred consideration for Wild Streak acquisition		393,111	3,491
June 30, 2023	Balance		22,556,959	117,061

The Company’s Common Shares have no par value.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7	WARRANTS

The following are continuities of the Company’s warrants:


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

January 1, 2022 and June 30, 2022	Balance	—	16,686

January 1, 2023 and June 30, 2023	Balance	979,048	16,886

Each unit consists of the following characteristics:


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

Warrants issued upon completion of Financing Arrangement

Upon completion of the Financing Arrangement (Note 5) on September 5, 2022, 979,048 warrants were issued with an exercise price of CAD 9.28 per warrant, each convertible to one common share of the Company and expiring 5 years after the issuance date. Under the acceleration provisions of the warrants agreement, if the Company’s common shares trade at or above CAD 11.60 for 30 consecutive trading days, the Company has the right to issue an exercise notice to warrant holders to exercise their warrants before the end of 21 days, otherwise 50% of the warrants expire. Similarly, if the Company’s common shares trade at or above CAD 18.56 for 30 consecutive trading days, the Company has the right to issue an exercise notice to warrant holders to exercise all their warrants before the end of 21 days, otherwise all the warrants expire.

Upon allocating the transaction price of the Financing Arrangement between its components of host debt liability, derivative liability and warrants, the combined fair value of the host debt liability and derivative liability exceeded the transaction price. Therefore, no residual fair value was allocated to the warrant component of the instrument in the interim unaudited condensed consolidated statements of changes in equity.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7	WARRANTS (CONTINUED)

Broker Warrants issued upon completion of Public Offering

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

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

8	SHARE BASED COMPENSATION

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

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


	DSU	RSU	FSO
				Weighted
	Outstanding	Outstanding	Outstanding	Average
	DSU Units	RSU Units	FSO Options	Exercise
	(Number of	(Number of	(Number	Price / Share
	of shares)	of shares)	of shares)	CAD
Balance as at January 1, 2022	246,945	235,000	1,816,302	8.95
Granted	125,000	80,000	273,000	8.62
Exercised	(97,045)	—	(5,900)	2.30
Forfeited / Cancelled	—	—	(142,466)	14.78
Balance as at June 30, 2022	274,900	315,000	1,940,936	8.50

Balance as at January 1, 2023	274,900	738,000	2,118,395	8.23
Granted	—	187,500	25,000	8.08
Exercised	(38,334)	(40,000)	(2,450)	2.30
Forfeited / Cancelled	—	—	(62,628)	9.45
Balance as at June 30, 2023	236,566	885,500	2,078,317	8.20

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8	SHARE BASED COMPENSATION (CONTINUED)

The following table summarizes information about the outstanding share options as at June 30, 2023:


	Outstanding			Exercisable
		Weighted	Weighted		Weighted
		Average	Average		Average
	Options	Remaining	Exercise	Options	Exercise
Range of exercise	(Number	Contractual	Price / Share	(Number	Price / Share
prices (CAD)	of shares)	Life (Years)	CAD	of shares)	CAD

2.30 - 5.00	240,400	1	3.07	240,400	3.07
5.01 - 5.60	200,000	1	5.60	200,000	5.60
5.61 - 8.62	1,112,471	5	7.80	872,267	7.91
8.63 - 33.30	525,446	7	12.39	352,524	12.60
	2,078,317	4	8.20	1,665,191	7.93

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


	Outstanding			Exercisable
		Weighted	Weighted		Weighted
		Average	Average		Average
	Options	Remaining	Exercise	Options	Exercise
Range of exercise	(Number	Contractual	Price / Share	(Number	Price / Share
prices (CAD)	of shares)	Life (Years)	CAD	of shares)	CAD

2.30 - 5.00	249,025	2	3.04	220,893	3.06
5.01 - 5.60	200,000	2	5.60	200,000	5.60
5.61 - 8.62	905,858	5	8.05	729,610	7.91
8.63 - 33.30	586,053	8	12.50	172,752	13.18
	1,940,936	5	8.50	1,323,255	7.44

Fixed Stock Options

During the three and six months ended June 30, 2023, a share-based compensation charge of EUR 160 and EUR 419, respectively (three and six months ended June 30, 2022: EUR 459 and EUR 1,238 respectively) has been recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive (loss) income in relation to fixed stock options.

During the three and six months ended June 30, 2023, the Company granted 25,000 share options with an exercise price of CAD 8.08 and a fair value of EUR 71 (three and six months ended June 30, 2022: 273,000 share options with a weighted average exercise price of CAD 8.62 and a fair value of EUR 874).

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8	SHARE BASED COMPENSATION (CONTINUED)

The assumptions used to measure the grant date fair value of FSO options under the Black-Scholes valuation model for the three and six months ended June 30, 2023 were as follows:


		2023
Expected dividend yield (%)		0.0
Expected share price volatility (%)		64.3
Risk-free interest rate (%)		2.9
Expected life of options (years)		5.0
Share price (CAD)		7.56
Forfeiture rate (%)		0.0

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


		2022
Expected dividend yield (%)		0.0
Expected share price volatility (%)		64.7
Risk-free interest rate (%)		2.2
Expected life of options (years)		5.0
Share price (CAD)		8.18
Forfeiture rate (%)		0.0

During the three and six months ended June 30, 2023, 2,100 and 2,450 common shares, respectively, were issued upon exercise of fixed stock options (three and six months ended June 30, 2022: 5,400 and 5,900 common shares, respectively). Upon exercise of fixed stock options, for the three and six months ended June 30, 2023, EUR nil, (three and six months ended June 30, 2022: EUR 5) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of fixed stock options during the three and six months ended June 30, 2023, totaled EUR 4 (three and six months ended June 30, 2022: EUR 9 and EUR 10, respectively).

Deferred Share Units

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

During the three and six months ended June 30, 2023, nil DSUs were granted (three and six months ended June 30, 2022: 125,000 DSUs with a fair value of CAD 8.18 per unit determined as the share price on the date of grant).

During the three and six months ended June 30, 2023, a share-based compensation charge of EUR 49 and EUR 114, respectively (three and six months ended June 30, 2022: EUR 198 and EUR 374, respectively) has been recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive (loss) income in relation to the deferred share units.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8	SHARE BASED COMPENSATION (CONTINUED)

During the three and six months ended June 30, 2023, 38,334 common shares were issued upon exercise of DSUs (three and six months ended June 30, 2022: 97,045). For the three and six months ended June 30, 2023, upon exercise of DSUs, EUR nil (three and six months ended June 30, 2022: 1,407) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

Restricted Share Units

During the three and six months ended June 30, 2023, nil and 187,500, respectively, were granted (three and six months ended June 30, 2022: 80,000), with a fair value of CAD 5.25 per unit (three and six months ended June 30, 2022: CAD 8.18 per unit) determined as the share price on the date of grant.

During the three and six months ended June 30, 2023, a share-based compensation charge of EUR 317 and EUR 754 respectively (three and six months ended June 30, 2022: EUR 140 and EUR 485, respectively) has been recognized in the interim unaudited condensed consolidated statements of income (loss) and comprehensive (loss) income in relation to the restricted share units.

During the three and six months ended June 30, 2023, 40,000 common shares were issued upon exercise of RSUs (three and six months ended June 30, 2022: nil). For the three and six months ended June 30, 2023, upon exercise of RSUs, EUR nil (three and six months ended June 30, 2022: nil) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

9 GOODWILL

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


As at January 1, 2022		24,728
Goodwill recognized upon acquisition of Spin Games LLC (Note 4)		6,934
As at December 31, 2022 and June 30, 2023		31,662

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

Key Assumptions

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9 GOODWILL (CONTINUED)

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

10 DEFERRED CONSIDERATION

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


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

Accretion expense		258
Gain on remeasurement of deferred consideration		(708)
Shares issued as deferred consideration		(1,104)
Effect of movement in exchange rates		(8)
Balance as at June 30, 2023		1,735

Spin Games LLC

The Company completed the acquisition of Spin Games LLC effective on June 1, 2022. The Company agreed deferred consideration payments in common shares of the Company over three years from the effective date recorded with a present value of EUR 4,003. The discount for lack of marketability (DLOM) on June 1, 2022, was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of between 71.4% and 80.9%, an annual dividend rate of 0% and time to maturity of 1-3 years.

In the three and six months ended June 30, 2023, an accretion expense of EUR 121 and EUR 258, respectively (three and six months ended June 30, 2022: EUR 34) was recorded in the interim unaudited condensed consolidated statements of income (loss) and comprehensive (loss) income.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11 INTANGIBLE ASSETS


		Deferred
	Intellectual	Development	Customer
	Property	Costs	Relationships	Brands	Other	Total
Cost
Balance as at December 31, 2021	15,223	6,186	16,584	1,692	64	39,749
Additions	659	6,709	—	—	9	7,377
Acquired through business combination (Note 4)	1,471	—	8,131	462	234	10,298
Effect of movement in exchange rates	369	(14)	758	23	2	1,138
Balance as at December 31, 2022	17,722	12,881	25,473	2,177	309	58,562
Additions	—	3,709	—	—	—	3,709
Effect of movement in exchange rates	(132)	185	(379)	(15)	(6)	(347)
Balance as at June 30, 2023	17,590	16,775	25,094	2,162	303	61,924

Accumulated Amortization
Balance as at December 31, 2021	3,890	2,411	2,166	431	6	8,904
Amortization	2,238	3,161	2,186	350	46	7,981
Effect of movement in exchange rates	(17)	(4)	(2)	(2)	(3)	(28)
Balance as at December 31, 2022	6,111	5,568	4,350	779	49	16,857
Amortization	1,188	2,467	1,620	332	21	5,628
Effect of movement in exchange rates	(33)	(56)	(49)	(5)	62	(81)
Balance as at June 30, 2023	7,266	7,979	5,921	1,106	132	22,404

Carrying Amount

Balance as at December 31, 2022	11,611	7,313	21,123	1,398	260	41,705
Balance as at June 30, 2023	10,324	8,796	19,173	1,056	171	39,520

12 CASH AND CASH EQUIVALENTS

As at June 30, 2023 and December 31, 2022, cash and cash equivalents consisted of cash held in banks, marketable investments with an original maturity date of 90 days or less from the date of acquisition, and prepaid credit cards.

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13	TRADE AND OTHER RECEIVABLES

Trade and other receivables comprises:


	As at	As at
	June 30,	December 31,
	2023	2022
Trade receivables	16,448	16,231
Sales tax	67	397
Trade and other receivables	16,515	16,628

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


	As at	As at
	June 30,	December 31,
	2023	2022
Less than one month	16,872	15,759
Between two and three months	509	1,313
Greater than three months	1,414	1,594
	18,795	18,666
Provision for expected credit losses	(2,347)	(2,435)
Trade receivables	16,448	16,231

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

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


Balance as at December 31, 2021				2,415
Net additional provision for doubtful debts				(629)
Provision for late interest receivable				649
Balance as at December 31, 2022				2,435
Net additional provision for doubtful debts				(88)
Balance as at June 30, 2023				2,347

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14 PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets comprises:


	As at	As at
	June 30,	December 31,
	2023	2022
Prepayments	2,555	1,636
Deposits	94	59
Other assets	738	128
Prepaid expenses and other assets	3,387	1,823

15	TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:


	As at	As at
	June 30,	December 31,
	2023	2022
Trade payables	5,482	4,327
Accrued liabilities	13,645	14,817
Other payables	210	405
Trade payables and other liabilities	19,337	19,549

16	RELATED PARTY TRANSACTIONS

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

Key Management Personnel

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16	RELATED PARTY TRANSACTIONS (CONTINUED)

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

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Revenue	28	31	52	55
Salaries and subcontractors	(688)	(898)	(1,698)	(1,612)
Share based compensation	(439)	(442)	(1,069)	(1,033)
Professional fees	(11)	(12)	(21)	(22)
	(1,110)	(1,321)	(2,736)	(2,612)

Transactions with Wild Streak and Spin Vendors

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Salaries and subcontractors	(899)	(200)	(1,625)	(322)
Share based compensation	(28)	—	(45)	—
Gain on remeasurement of deferred consideration	438	469	708	469
Interest and financing fees	(121)	(34)	(258)	(34)
	(610)	235	(1,220)	113

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


	As at	As at
	June 30,	December 31,
	2023	2022
Consolidated statements of financial position
Trade and other receivables	—	8
Trade payables and other liabilities	(970)	(2,019)
Deferred consideration - current	(899)	(1,176)
Deferred consideration - non-current	(836)	(2,121)
Net related party payable	(2,705)	(5,308)

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

16	RELATED PARTY TRANSACTIONS (CONTINUED)

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


	As at	As at
	June 30,	June 30,
	2023	2022
Consolidated statements of cash flows
Consideration paid upon business combination	—	(8,488)
Prepaid consideration	—	(821)
Net cash outflow	—	(9,309)


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Consolidated statements of changes in equity
Shares issued as deferred consideration to Wild Streak Vendors
Shares to be issued	(3,491)	(6,764)	(3,491)	(6,764)
Share capital	3,491	6,764	3,491	6,764
Shares issued as consideration to Spin Vendors
Share capital	1,104	1,426	1,104	1,426
Net movement in equity	1,104	1,426	1,104	1,426

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The financial instruments measured at amortized cost are summarized below:

Financial Assets


	Financial assets as subsequently
	measured at amortized cost
	June 30,	December 31,
	2023	2022
Trade receivables	16,448	16,231

Financial Liabilities


	Financial liabilities as subsequently
	measured at amortized cost
	June 30,	December 31,
	2023	2022
Trade payables	5,482	4,327
Accrued liabilities	13,645	14,817
Convertible debt	4,532	6,648
Loans payable	—	109
Other liabilities	210	405
Lease obligations on right of use assets	1,315	638
	25,184	26,944

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, 2023				December 31, 2022
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Financial assets
Fair value through profit and loss:
Cash and cash equivalents	10,742	—	—	10,742	11,287	—	—	11,287

Financial liabilities
Fair value through profit and loss:
Derivative liability	—	1,006	—	1,006	—	1,320	—	1,320
Deferred consideration	—	1,735	—	1,735	—	3,297	—	3,297
Other liabilities	—	—	74	74	—	—	74	74

Fair value through other comprehensive income:
Other liabilities	—	—	160	160	—	—	160	160

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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

17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

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

Liquidity risk

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

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

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at June 30, 2023:


	2023	2024	2025	2026	Thereafter	Total
Trade payables and other liabilities	19,337	—	—	—	—	19,337
Lease obligations on right of use assets	349	358	335	187	259	1,488
Convertible debt	—	6,442	—	—	—	6,442
Other non-current liabilities	—	2	2	4	575	583
	19,686	6,802	337	191	834	27,850

Credit risk

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

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

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BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Credit risk (continued)

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at June 30, 2023:


		Aging (months)
	Note	<1	1 - 3	>3	Total
Gross trade receivable	13	16,872	509	1,414	18,795
Expected loss rate		7.55%	13.75%	70.91%	12.49%
Expected loss provision	13	1,275	70	1,002	2,347

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


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

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

Concentration risk

For the three and six months ended June 30, 2023, one customer (three and six months ended June 30, 2022: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 8,464 and EUR 16,477 for the three and six months period ended June 30, 2023 respectively (three and six months ended June 30, 2022: EUR 9,458 and EUR 18,987 respectively).

As at June 30, 2023, one customer (December 31, 2022: one customer) constituted more than 10% to the Company’s accounts receivable. The balance owed by this customer totaled EUR 5,395 (December 31, 2022: EUR 6,138).

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

18	SUPPLEMENTARY CASHFLOW INFORMATION

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


	Six Months Ended June 30,
Cash flows arising from movement in:	2023	2022
Trade and other receivables	(237)	(1,623)
Prepaid expenses and other assets	(1,563)	(546)
Deferred revenue	(330)	679
Trade payables and other liabilities	(208)	4,216
Other liabilities - non-current	—	11
Changes in non-cash working capital	(2,338)	2,737

For the six months ended June 30, 2023, cash flows arising from movement in prepaid expenses and other assets excludes nil (six months ended June 30, 2022: EUR 821) in prepaid consideration.

19 SEGMENT INFORMATION

Operating

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

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

Geography – Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Netherlands		9,461		9,649		18,082		19,218
Curaçao		4,895		4,173		9,697		7,837
Malta		4,765		3,375		9,076		6,570
USA		984		801		2,201		1,119
Croatia		1,050		676		1,916		1,260
Belgium		949		29		1,484		32
Serbia		483		365		994		700
Other		2,142		1,726		4,138		3,418
Revenue		24,729		20,794		47,588		40,154

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

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

19 SEGMENT INFORMATION (CONTINUED)

Geography – Non-Current Assets

Non-current assets are held in the following jurisdictions:


	As at		As at
	June 30,		December 31,
	2023		2022
United States		72,223		73,611
Other		940		1,039
Non-current assets		73,163		74,650

20 INCOME TAXES

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


	As at	As at
	June 30,	December 31,
	2023	2022
Income taxes payable	1,229	1,113
Deferred income tax liabilities	1,201	1,201

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Current period	526	573	926	1,025
Adjustment in respect of prior periods	-	234	—	263
Current income taxes	526	807	926	1,288
Deferred income tax recovery	-	(232)	—	(288)
Deferred income tax recovery	-	(232)	—	(288)
Income taxes	526	575	926	1,000

Table of Contents

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND JUNE 30, 2022

PRESENTED IN EUROS (THOUSANDS, EXCEPT PER SHARE AMOUNTS)

20 INCOME TAXES (CONTINUED)

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


	As at	As at
	June 30,	December 31,
	2023	2022
Deferred tax assets
Non-capital losses carried forward	209	163

Deferred tax liabilities
Intangible assets	1,201	1,201
Other	(209)	(163)
Deferred income tax liabilities	1,201	1,201

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


	Six Months Ended June 30,
	2023	2022
	%	%
Canadian statutory tax rate	26.5	26.5
Effect of tax rate in foreign jurisdictions	(5.3)	(15.0)
Impact of foreign currency translation	13.0	—
Non-deductible and non-taxable items	21.5	218.7
Change in tax benefits not recognized	45.7	29.7
Adjustment of prior period tax payable	2.1	—
Other	8.5	10.4
Effective Income Tax Rate Applicable to Loss Before Income Taxes	112.0	270.3

21	CONTINGENT LIABILITIES

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

22	SUBSEQUENT EVENTS

Between the reporting date and the date of these interim unaudited condensed consolidated financial statements, Lind delivered notices to convert debt to common shares with a face value totalling USD 1,000. The Company elected to settle USD 1,000 of the debt in cash upon delivery of cash in-lieu of shares conversion notice for a total of USD 1,030 and was settled in full.

Exhibit 99.2

Bragg Gaming Group Inc.

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

ENDED JUNE 30, 2023

Table of Contents

TABLE OF CONTENTS

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX-MONTH PERIOD ENDED JUNE 30, 2023


1.	MANAGEMENT DISCUSSION & ANALYSIS	2
2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS	3
3.	LIMITATIONS OF KEY METRICS AND OTHER DATA	3
4.	OVERVIEW OF 2Q23	4
5.	FINANCIAL RESULTS	11
5.1	Basis of financial discussion		11
5.2	Selected interim information		11
5.3	Other financial information		12
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	21
10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING	21
11	RISK FACTORS AND UNCERTAINTIES	21
12	ADDITIONAL INFORMATION	28

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Table of Contents

1.	MANAGEMENT DISCUSSION & ANALYSIS

This Management Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flow for Bragg Gaming Group Inc., on a consolidated basis, for the three and six months (“2Q23”) ended June 30, 2023. References to “Bragg”, or “the Company” in this MD&A refer to Bragg Gaming Group Inc and its subsidiaries, unless the context requires otherwise. This document should be read in conjunction with the interim unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 (the “Interims”).

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

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

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Table of Contents

2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

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

Shareholders and investors should not place undue reliance on forward-looking statements as the plans, assumptions, intentions or expectations upon which they are based might not occur. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Unless otherwise indicated by the Company, forward-looking statements in this MD&A describe the Company’s expectations as of August 10, 2023, and, accordingly, are subject to change after such date. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable securities laws.

3.	LIMITATIONS OF KEY METRICS AND OTHER DATA

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Table of Contents

4.	OVERVIEW OF 2Q23

Bragg Gaming: Overview and Strategy

Bragg is a content-driven business-to-business (“B2B”) iGaming technology provider. Its suite of iGaming content and technology, commercial relationships and operational licenses allows it to offer a complete gaming solution in regulated online gaming markets globally. Its premium content portfolio currently includes over 6,500 casino game titles, including proprietary games developed by its in-house studios, exclusive titles developed by third-party partners on its Remote Games Server (“RGS”) as well as aggregated, licensed, games from top studios around the world.

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

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

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

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

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

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

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

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

Financial performance in the second quarter of 2023

The Company is pleased to report on another strong trading performance during the three months ended June 30, 2023. The Company has continued to deliver against its strategic objectives, achieving growth, while remaining committed to revenue diversification and geographic expansion.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Table of Contents

Revenue

The Company is pleased to report strong trading performance during the three months ended June 30, 2023. The Company has continued to deliver against its strategic objectives which has resulted in revenue diversification, geographic expansion and accelerated growth. The Company’s revenue¹ for the period ended June 30, 2023 increased from the same period in the previous year by 18.9% to EUR 24.7m (2Q22: EUR 20.8m) continuing solid growth momentum since 3Q21. The Company’s year-over-year revenue growth was mainly organic through its existing customer base, the onboarding of new customers in various jurisdictions and strong revenue performance from its proprietary Wild Streak casino games studio customer base. See “Risks and Uncertainties” below.

The Company’s revenue growth was mainly derived from the games and content segment which amounted to EUR 18.9 million (2Q22: EUR 14.4 million) and accounted for 76.6% (2Q22: 69.3%) of total revenues, as demand for the Group’s unique games and content and technology proposition continues to grow. The Company’s growth has been underpinned by continued investment and innovation in its technology, games development and product offering.

Management of the Company is pleased to see growth in game play and overall engagement level, maintaining solid unique player² numbers. Total wagering generated via games and content offered by the Company in the period ended were up by 31.2% from the same period in the previous year to EUR 5.5 billion (2Q22: EUR 4.2 billion).

The number of unique players using our games and content in the period (excluding Wild Streak and Spin) were up by 47.6% from the same period in the previous year to 3.0 million (2Q22: 2.1 million). The increase in unique player number is associated with the significant improvements to our core content offering including recent technical developments giving the Company a powerful competitive advantage.

Gross profit increased compared to the same period in the previous year by 18.9% to EUR 13.8m (2Q22: EUR 11.6m) with gross margins remain at 55.9% (2Q22: 55.9%) . The gross profit is primarily the result of increased revenue performance in all content products categories while recording slightly lower PAM and managed services revenues.

Selling, general and administrative expenses increased from the same period in the previous year by 15.7% to EUR 13.1m (2Q22: EUR 11.3m) amounting to 52.9% of total revenue (2Q22: 54.4%).

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

Main changes in the quarter were driven by the following:

(a)

Salaries and subcontractors increased by 24.9% to EUR 6.2 million (2Q22: EUR 5.0 million) as the Company continued to invest in expanding its technology and product offering by scaling its software and games development teams, product managers, data and analytics professionals and executive team. This has enabled the Company to source new customers and maintain growth from its existing customer base, expand into new markets, and adapt to regulatory requirements. As a result of the increased level of investment in technology and products, total capitalized software development costs increased by EUR 0.6 million to EUR 2.0 million.

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Table of Contents

(b)

Share based compensation costs decreased by 34.0% to EUR 0.5 million (2Q22: EUR 0.8 million) in connection with share-based incentive plan awards to new directors and management composed of DSUs and RSUs and share options. The reduction is a combination of lower fair value of share-based awards compared to the prior period and changes in the vesting profile of new awards resulting in a greater proportion of aggregate fair value being expensed in future periods.

Total employee costs (including share-based compensation charge) increased by 16.8% to EUR 6.7 million (2Q22: EUR 5.8 million) mainly due to an increased headcount in technology, product and senior management teams in the total value of EUR 1.2 million offset by lower share-based payment costs of EUR 0.3 million.

(c)

IT hosting costs increased by EUR 0.5 million to EUR 1.1 million (2Q22: EUR 0.6 million) scaling with the increase in gaming activity and increased costs of hosting and servers in various jurisdictions predominantly the United States and is in line with the Company’s revenue growth.

(d)

Professional fees comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs decreased by EUR 0.2 million to EUR 0.7 million (2Q22: EUR 0.9 million) mainly due to the reduction in licensing applications and regulatory activities in various jurisdictions, and in particular the online gaming markets in Canada and the United States.

(e)

Corporate costs decreased by EUR 0.1 million to EUR 0.1 million (2Q22: EUR 0.3 million) as a result of an optimization in the level of expenditure as part of the Company’s general corporate strategy.

(f)

Sales and marketing decreased by EUR 0.1 million to EUR 0.5 million (2Q22: EUR 0.6 million) mainly related to the optimization of sales and gaming sector events, marketing and PR activities.

(g)

Other operational costs amounted to EUR 0.7 million (2Q22: EUR 0.6 million) mainly related to director and officer insurance premium as well as erosion, omission, and other travel/event costs. Foreign exchange gain (loss) is now disclosed as net interest expense and other financing charges. Previously, this was categorized by the Company as other operational costs.

Total operating income for the period amounted to EUR 1.3 million (2Q22: operating income EUR 0.8 million), an increase of EUR 0.5 million achieved by an scaling up gross profit by EUR 2.2 million due to improved underlying revenue performance with a reduction of professional fees, corporate costs, sales and marketing, bad debt expenses and transaction and acquisition costs in total of EUR 1.1 million, offset by increased total employee costs of EUR 1.0million, depreciation and amortization of EUR 1.4 million, and IT and hosting costs of EUR 0.4 million.

The Company’s Adjusted EBITDA³ increased from the same period in the previous year by 51.3% to EUR 4.7 million (2Q22: EUR 3.1 million) with Adjusted EBITDA margins increasing by 410bps to 19.2% (2Q22: 15.1%). The change in margin is mainly as a result of change in the product mix of PAM and managed services, while maintaining controlled investment in salaries and subcontractor costs as part of the Company’s strategy to expand software development, product, and senior management functions. A reconciliation between the current and prior year’s reported figures to Adjusted EBITDA is shown in Section 5.3.

Cash flows from operating activities for the period ended June 30, 2023, amounted to negative EUR 1.2 million (2Q22: EUR 3.7 million) with the underlying performance reaching EUR 4.0 million (2Q22: EUR 2.2 million) offset with the movement in working capital and change in income taxes payable of EUR 5.2 million (2Q22: EUR 1.5 million).

Cash flows used in investing activities amounted to EUR 1.8 million (2Q22: EUR 10.3 million) a decrease of EUR 8.5 million from the same period and mainly attributed the consideration paid upon business combination of Spin gaming for EUR 8.5m in the previous year. The Company continued to invest in intangible assets, mainly in software development costs totaling EUR 1.8 million (2Q22: EUR 1.5 million).

³ Adjusted EBITDA excludes income or expenses that relate to exceptional items and non-cash share-based charges and

includes deductions for lease expenses that are recognized as part of depreciation and finance charges under IFRS 16.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Table of Contents

Cash flows used in financing activities amounted to EUR 1.1 million (Q2 2022: EUR 0.7 million) mainly related to repayment of loans in relation to the convertible debt in the total of EUR 0.9 million (2Q22: Nil).

Financial performance in the first half of 2023

Revenues

The Company’s revenue for the first half of 2023 increased from the same period in the previous year by 18.5% to EUR 47.6 million (1H22: EUR 40.2 million) continuing a solid quarterly growth momentum since 3Q21. The Group’s positive year-over-year revenue growth was derived mainly from organic growth from its existing content and PAM customer base, the onboarding of new customers in various jurisdictions and a strong revenue performance from its proprietary casino games studio and existing United States customer base.

Gross profit

Gross profit for the first half of 2023 increased from the same period in the previous year by 20.3% to EUR 26.0 million (1H22: EUR 21.6 million) with gross margins increasing by 80 bps to 54.7% (1H22: 53.9%), The gross profit increased together with margins compared to the previous year is mainly as a result of the shift in the product mix leading to an increased revenue performance in all content products while PAM and managed services were slightly lower proportionally.

Expenses

Operating expenses amounted to EUR 25.0 million an increase of EUR 3.5 million from the same period in the previous year (1H22: EUR 21.5 million). Expenses were mainly driven by a EUR 2.0 million increase in total employee costs to support the Company’s growth in technology, product, compliance, sales and management, an increase of EUR 2.5 million in depreciation and amortization, an increase of EUR 1.0 million in IT and hosting as part of the costs of hosting and servers in various jurisdictions predominantly the United States. These movements have been offset by a reduction in professional fees, corporate costs, sales and marketing, bad debt and transaction and acquisition costs expenses in the total of EUR 2.2 million.

Profitability

Adjusted EBITDA amounted to EUR 8.6 million (1H22: EUR 6.2 million) an increase of EUR 2.5 million for the period with margins increasing by 280 bps to 18.1% (1H22: 15.4%).

Operating income amounted to EUR 1.8 million (1H22: operating income of EUR 0.6 million) an increase of EUR 1.1 million as a result of the improvement in underlying performance in gross profit of EUR 4.4 million with gain on remeasurement of deferred consideration and settlement of convertible debt of total EUR 0.4 million offset by increase in selling general and administrative expenses of EUR 3.5 million and loss on remeasurement of derivative liability of EUR 0.2 million.

Cash flow

Cash flows used in operating activities for the period ended June 30, 2023, amounted to EUR 5.2 million (1H22: EUR 7.6 million). The decrease of EUR 2.4 million was primarily due to working capital movement and income taxes payable of EUR 2.2 million offset with the improvement in the performance of the underlying business of EUR 3.0 million.

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Management Discussion & Analysis

June 30, 2023

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Investments

Cash flow used in investing amounted to EUR 3.9 million (1H22: EUR 11.9 million), a reduction of EUR 8.0 million from the same period in the previous year and is mainly attributable to Nil (1H22: EUR 8.5 million) outflow of consideration paid for Spin upon business combination. During the period, the Company continued its investment in intangible assets, mainly in software development costs, totaling EUR 3.7 million (1H22: EUR 2.7 million).

Financing

Financing activities amounted to a net outflow of EUR 1.3 million (1H22: inflow EUR 0.8 million) which is predominantly related to the repayment of loans in relation to the convertible debt of EUR 0.9 million (1H22: Nil) and EUR 0.3 million (1H22: EUR 0.7 million) relating to the repayment of lease and loan liabilities.

Financial position

Cash and cash equivalents as of June 30, 2023, amounted to EUR 10.7 million (December 31, 2022: EUR 11.3 million), a decrease of EUR 0.5 million as a result of EUR 3.9 million of investment activities , EUR 1.3 million of financing activities mainly driven by repayment of the convertible debt loan in the total of EUR 0.9 million offset by a strong trading resulting in positive cash flow from operations of EUR 5.2 million.

Trade and other receivables as of June 30, 2023, totalled EUR 16.5 million (December 31, 2022: EUR 16.6 million), a balance that remain stable with an improvement of the cash collection of several customers which took place from the previous year end.

Trade payables and other liabilities as of June 30, 2023, decreased by EUR 0.2 million to EUR 19.3 million (December 31, 2022: EUR 19.5 million) mainly as result of a EUR 0.3 million decrease in trade payables and accrued liabilities.

Total convertible debt valuation amounted to EUR 5.4 million (December 31, 2022: EUR 7.8 million), of which EUR 0.9 million is recorded as a short-term derivative liability (December 31, 2022: EUR 1.2 million) and EUR 4.5 million (December 31, 2022: EUR 6.6 million) is recorded as long-term convertible debt and attributed to the financing completed in September 2022. The total outstanding face value amount repayable as of June 30, 2023 was USD 7.5 million (December 31, 2022: USD 10 million).

Other

●

Share Capital: As of June 30, 2023, the number of issued and outstanding shares was 22,556,959 (December 31, 2022: 21,107,968), the number of outstanding awards from equity incentive plans was 3,278,717 (December 31, 2022: 3,131,295), the number of outstanding warrants was 16,886 (December 31, 2022: 16,886) of broker warrants and warrants issued upon convertible debt of 979,048 (December 31, 2022: 979,048).

●

Employees: as of June 30, 2023, the Company employed 446 employees, contractors and sub-contractors (June 30, 2022: 388) across Europe, North America, India, and Israel.

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Management Discussion & Analysis

June 30, 2023

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Strategic progress

The Company’s vision is to be a profitable, must-have iGaming content and solution provider. It aims to achieve this as a producer and distributer of online casino games from its in-house Bragg Studios and via third party content providers, and as an iGaming PAM platform and complete solution provider, capturing an increasing proportion of the online gaming value chain. It plans to achieve its vision by focusing on its continued progress in the following key strategic areas:

a)	The rollout of Bragg’s new content portfolio in the United States

During the second quarter of 2023, Bragg launched its new content portfolio in Pennsylvania for the first time, with leading operator Rush Street Interactive. Pennsylvania is the largest regulated iCasino market in the U.S. according to analysts H2 Gambling Capital, who forecast that operators in the state will achieve iCasino Gross Win of almost U.S. $2 billion in 2023. Bragg is now live in the four largest U.S. iGaming markets, being Pennsylvania, New Jersey, Michigan and Connecticut, with its new content, and continues to rollout with more operator brands in these states, further expanding its reach. Since April 1, 2023 Bragg has also launched its new content with leading operator Fanduel in Michigan and Connecticut, and with the popular gaming brand WynnBET in New Jersey.

b)	Continued expansion in non-U.S. markets

The Company has continued to develop its business in non-U.S. markets since April 1, 2023, announcing new global distribution agreements with 888 / William Hill and with PokerStars, launching in the Eurasian territory of Georgia for the first time, and growing its customer base in Switzerland and Spain.

The new 888 / William Hill global agreement upgrades multiple existing agreements in local territories and clears the way for new Bragg content launches on the leading William Hill brand in the United Kingdom, and on the Mr. Green brand in Italy, Sweden and Denmark.

The new agreement with Flutter-owned PokerStars will expand the reach of Bragg’s content, including from its proprietary Atomic Slot Lab and Indigo Magic studios, to the renowned operator brand’s online operations in jurisdictions including the UK, New Jersey, Michigan, Pennsylvania, Italy, Portugal, Spain, Denmark, Sweden and the Czech Republic.

The Company continued its strategy of launching in new regulated iGaming markets with the local market leaders when it recently took its content live with Adjarabet in Georgia. The Flutter-owned brand is the largest operator in the country of approximately 4 million people, which sits at the intersection of Europe and Asia. The Georgian market is on track to generate approximately US $1.2 billion in interactive gambling gross win in 2023, with approximately 54% coming from the online casino sector according to estimates from H2 Gambling Capital.

Since April 1, 2023, the Company has continued its content rollout in Switzerland, launching with the online operations of Grand Casino Bern (7melons.ch), Casino du Lac Geneve (Pasino.ch), Grand Casino Barrière Montreux (GAMRFIRST.ch) and Casino Lugano (Swiss4win.ch). With these four operators, Bragg content is live with nine out of the eleven operators who are currently licensed in the Swiss market, comprising approximately 88% of the total addressable market.

During the second quarter of 2023, the Company also continued the rollout of its content in Spain, launching games for the first time with PlatinCasino.es and with Gran Madrid Casino Online.

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Management Discussion & Analysis

June 30, 2023

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c)	Proprietary Bragg Studios content development

The Company continues to grow its portfolio of proprietary Bragg Studios games. During the second quarter of 2023, it launched a total of eight proprietary titles online in Europe and one proprietary title online in North America, and one proprietary title in the land-based sector in North America:

Atomic Slot Lab launched three new game titles in Europe and one new game title in North America in 2Q23

Indigo Magic launched three new game titles in Europe in 2Q23

Wild Streak Gaming launched one new game title online in Europe, and one new game title in the land-based sector in North America in 2Q23

Oryx Gaming launched one new game title in Europe in 2Q23

d)	Exclusive portfolio expansion via Powered by Bragg content partners

The Company continues to grow its portfolio exclusive games as part of its Powered by Bragg portfolio. During the second quarter of 2023, it launched a total of eight Powered by Bragg titles in Europe and three in North America:

Two new Bluberi game titles launched in Europe and one in North America in 2Q23

Two new Gamomat game titles launched in Europe in 2Q23

Two new Incredible Technologies game titles launched in North America in 2Q23

Two new King Show Games titles launched in Europe in 2Q23

One new Blue Guru game title launched in Europe in 2Q23

One new Animak Gaming title launched in Europe in 2Q23

e)	PAM & complete solution offering

The Company’s revenues from PAM & complete solution offerings amounted to EUR 11.0m during the second quarter of 2023, down by 9.4% from the same period the previous year as the Dutch market stabilized since the launch in 4Q21. In the Netherlands, the Company continues to be the market leading PAM supplier, with five customers taking the Company’s PAM in the territory.

The Company continues to grow its PAM in the Czech market and continues to consider new opportunities for growth of its PAM, content aggregation, player engagement toolset and managed services in multiple jurisdictions internationally.

Outlook

The Company continues to roll out its new proprietary and exclusive content portfolio in the United States as well as in other territories internationally. It continues to expand its in-house Bragg Studios content portfolio, a product vertical which generates higher gross profit margins compared to distributing content from third party studios. It also continues to grow its Powered by Bragg program which adds diversity and several popular casino gaming brands to the Company’s exclusive games portfolio, offering differentiation to its overall content offering.

Bragg continues to be the market-leading PAM provider in the Netherlands’ iGaming market, and continues to develop its PAM and complete solution business in the Netherlands and in other countries.

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

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Management Discussion & Analysis

June 30, 2023

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5.	FINANCIAL RESULTS

5.1

BASIS OF FINANCIAL DISCUSSION

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

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

5.2

SELECTED INTERIM INFORMATION

The primary non-IFRS financial measure which the Company uses is Adjusted EBITDA⁴. 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	2023	2022	2023	2022
Revenue	24,729	20,794	47,588	40,154
Net income (loss)	377	90	(99)	(630)
EBITDA	4,525	2,674	7,754	4,107
Adjusted EBITDA	4,742	3,135	8,636	6,175

Basic earnings (loss) per share	0.02	0.00	(0.00)	(0.03)
Diluted earnings (loss) per share	(0.39)	(1.69)	(0.00)	(0.03)


	As at	As at
	June 30,	December 31,
	2023	2022
Total assets	103,807	104,388
Total non-current financial liabilities	6,574	9,346

Dividends paid	nil	nil

As at June 30, 2023 non-current financial liabilities primarily consists of EUR 4.5 million in relation to convertible debt (December 31, 2022: EUR 6.6 million), EUR 0.8 million of deferred consideration in relation to Spin acquisition (December 31, 2022: EUR 2.1 million), EUR 1.0 million in lease obligations on right of use assets in relation to office leases (December 31, 2022: EUR 0.3 million), and EUR 0.2 million in other non-current liabilities (December 31, 2022: EUR 0.2 million).

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

⁴ Adjusted EBITDA excludes income or expenses that relate to exceptional items and non-cash share-based charges and includes deductions for lease expenses that are recognized as part of depreciation and finance charges under IFRS 16.

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Management Discussion & Analysis

June 30, 2023

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5.3

OTHER FINANCIAL INFORMATION

To supplement its June 30, 2023 interim financial statements presented in accordance with IAS 34, the Company considers certain financial measures that are not prepared in accordance with IFRS. The Company uses such non-IFRS financial measures in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that such measures help identify underlying trends in its business that could otherwise be masked by the effect of the expenses that it excludes in such measures.

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

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


	Three Months Ended June 30,		Six Months Ended June 30,
EUR 000	2023	2022	2023	2022
Operating income	1,271	791	1,791	648
Depreciation and amortization	3,254	1,883	5,963	3,459
EBITDA	4,525	2,674	7,754	4,107
Depreciation of right-of-use assets	(84)	(48)	(166)	(89)
Lease interest expense	(11)	(4)	(20)	(8)
Share based compensation	526	797	1,284	2,097
Transaction and acquisition costs	(5)	146	32	346
Exceptional costs	318	39	485	191
Loss on remeasurement of derivative liability	115	—	179	—
Gain on settlement of convertible debt	(204)	—	(204)	—
Gain on remeasurement of deferred consideration	(438)	(469)	(708)	(469)
Adjusted EBITDA	4,742	3,135	8,636	6,175

Exceptional costs in the six months ended June 30, 2023, include one-time costs for the Company, of which EUR 0.0 million is in relation to non-recurring regulatory and legal matters (2Q22: EUR 0.2 million) and EUR 0.5 million (2Q22: EUR 0.0 million) is relating to the termination of the employment contracts of senior executives.

Loss on remeasurement of derivative liability is due to remeasurement of the present value of the conversion options embedded in the Lind Funding Agreement convertible debt instrument, whilst gain on settlement of convertible debt arose from cash-in-lieu settlement of the debt. Gain on remeasurement of deferred consideration is due to remeasurement of the present value of deferred share consideration in relation to the acquisition of Spin and

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Management Discussion & Analysis

June 30, 2023

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5.4

SELECTED FINANCIAL INFORMATION

Selected financial information is as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
EUR 000	2023	2022	2023	2022
Revenue	24,729	20,794	47,588	40,154
Operating income	1,271	791	1,791	648
EBITDA	4,525	2,674	7,754	4,107
Adjusted EBITDA	4,742	3,135	8,636	6,175


	As at	As at
	June 30,	December 31,
	2023	2022
Total assets	103,807	104,388
Total liabilities	30,996	34,854

TRADE AND OTHER RECEIVABLES


	As at	As at
	June 30,	December 31,
EUR 000	2023	2022
Less than one month	16,872	15,759
Between two and three months	509	1,313
Greater than three months	1,414	1,594
	18,795	18,666
Provision for expected credit losses	(2,347)	(2,435)
Trade receivables	16,448	16,231

TRADE PAYABLES AND OTHER LIABILITIES


	As at	As at
	June 30,	December 31,
EUR 000	2023	2022
Trade payables	5,482	4,327
Accrued liabilities	13,645	14,817
Other liabilities	210	405
Trade payables and other liabilities	19,337	19,549

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Management Discussion & Analysis

June 30, 2023

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5.5

SUMMARY OF QUARTERLY RESULTS

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


	2021		2022				2023
EUR 000	3Q21	4Q21	1Q22	2Q22	3Q22	4Q22	1Q23	2Q23
Revenue	12,874	15,758	19,360	20,794	20,899	23,681	22,859	24,729
Operating income (loss)	(2,217)	(1,841)	(143)	791	(1,638)	162	520	1,271
EBITDA	(884)	(264)	1,433	2,674	837	2,682	3,229	4,525
Adjusted EBITDA	1,476	1,599	3,040	3,135	2,237	3,650	3,894	4,742
Income (Loss) per share - Basic	(0.12)	(0.08)	(0.03)	0.00	(0.09)	(0.04)	(0.02)	0.02
Income (Loss) per share - Diluted	(0.12)	(0.08)	(0.03)	0.00	(0.09)	(0.04)	(0.02)	0.02

5.6

LIQUIDITY AND CAPITAL RESOURCES

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


	As at	As at
	June 30,	December 31,
EUR 000	2023	2022
Cash and cash equivalents	10,742	11,287
Trade and other receivables	16,515	16,628
Prepaid expenses and other assets	3,387	1,823
Current liabilities excluding deferred consideration	(22,322)	(23,131)
Net working capital	8,322	6,607
Deferred consideration	(899)	(1,176)
Net current assets	7,423	5,431

Current deferred consideration of EUR 0.9 million is related to deferred share consideration upon the acquisition of Spin on June 1, 2022 (December 31, 2022: EUR 1.2 million).

The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at June 30, 2023 are below:


	2023	2024	2025	2026	Thereafter	Total
Trade payables and other liabilities	19,337	—	—	—	—	19,337
Lease obligations on right of use assets	349	358	335	187	259	1,488
Convertible debt	—	6,442	—	—	—	6,442
Other non-current liabilities	—	2	2	4	575	583
	19,686	6,802	337	191	834	27,850

MARKET RISK

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

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Management Discussion & Analysis

June 30, 2023

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FOREIGN CURRENCY EXCHANGE RISK

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

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

LIQUIDITY RISK

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

5.7

CASH FLOW SUMMARY

The cash flow may be summarized as follows:


	Six Months Ended June 30,
EUR 000	2023	2022
Operating activities	5,158	7,587
Investing activities	(3,915)	(11,873)
Financing activities	(1,329)	(835)
Effect of foreign exchange	(459)	161
Net cash flow	(545)	(4,960)

Cash flows used in investing activities is primarily due to additions to intangible assets of EUR 3.7 million (six months ended June 30, 2022: EUR 2.7 million). Cash flows used in investing activities in the comparative period also include prepaid consideration in relation to the acquisition of Spin of EUR 0.8 million and proceeds from the sale of discontinued operations EUR 0.1 million.


	Six Months Ended June 30,
EUR 000	2023	2022
Purchases of property and equipment	(206)	(153)
Additions in intangible assets	(3,709)	(2,744)
Proceeds from sale of discontinued operations	—	91
Consideration paid upon business combination	—	(8,488)
Cash acquired from business combination	—	242
Prepaid consideration	—	(821)
Cash flows used in investing activities	(3,915)	(11,873)

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Management Discussion & Analysis

June 30, 2023

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In the six months ended June 30, 2023 cash flows used in financing activities mainly consisted of repayment of convertible debt totalling EUR 0.9 million (six month ended June 30, 2022: nil), repayment of lease liability totalling EUR 0.2 million (six months ended June 30, 2022: EUR 0.1 million) and repayment of loans totalling EUR 0.1 million (six months ended June 30, 2022: EUR 0.7 million).


	Six Months Ended June 30,
EUR 000	2023	2022
Repayment of convertible debt	(939)	—
Proceeds from exercise of stock options	4	10
Repayment of lease liability	(154)	(64)
Repayment of loans	(107)	(661)
Interest income	—	9
Interest and financing fees	(133)	(129)
Cash flows used in financing activities	(1,329)	(835)

6	TRANSACTIONS BETWEEN RELATED PARTIES

Key Management Personnel

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

Transactions recorded in the interim unaudited condensed consolidated statements of income (loss) and comprehensive income (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,
	2023	2022	2023	2022
Revenue	28	31	52	55
Salaries and subcontractors	(688)	(898)	(1,698)	(1,612)
Share based compensation	(439)	(442)	(1,069)	(1,033)
Professional fees	(11)	(12)	(21)	(22)
	(1,110)	(1,321)	(2,736)	(2,612)

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Management Discussion & Analysis

June 30, 2023

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Transactions with Wild Streak and Spin Vendors

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Salaries and subcontractors	(899)	(200)	(1,625)	(322)
Share based compensation	(28)	—	(45)	—
Gain on remeasurement of deferred consideration	438	469	708	469
Interest and financing fees	(121)	(34)	(258)	(34)
	(610)	235	(1,220)	113

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


	As at	As at
	June 30,	December 31,
	2023	2022
Consolidated statements of financial position
Trade and other receivables	—	8
Trade payables and other liabilities	(970)	(2,019)
Deferred consideration - current	(899)	(1,176)
Deferred consideration - non-current	(836)	(2,121)
Net related party payable	(2,705)	(5,308)

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


	As at	As at
	June 30,	June 30,
	2023	2022
Consolidated statements of cash flows
Consideration paid upon business combination	—	(8,488)
Prepaid consideration	—	(821)
Net cash outflow	—	(9,309)


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Consolidated statements of changes in equity
Shares issued as deferred consideration to Wild Streak Vendors
Shares to be issued	(3,491)	(6,764)	(3,491)	(6,764)
Share capital	3,491	6,764	3,491	6,764
Shares issued as consideration to Spin Vendors
Share capital	1,104	1,426	1,104	1,426
Net movement in equity	1,104	1,426	1,104	1,426

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Management Discussion & Analysis

June 30, 2023

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7	DISCLOSURE OF OUTSTANDING SHARE DATA

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


	June 30,	August 10,
	2023	2023
Common Shares	22,556,959	22,556,959
Warrants	979,048	979,048
Broker Warrants	16,886	16,886
Fixed Stock Options	2,078,317	2,078,317
Restricted Share Units	885,500	885,500
Deferred Share Units	236,566	236,566
	26,753,276	26,753,276

8	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

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

Management continually evaluates the estimates and judgments it uses.

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

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

-	Judgments made in relation to accounting policies applied

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

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

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Management Discussion & Analysis

June 30, 2023

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-	Key sources of estimation

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

Impairment of accounts receivable

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

movement of impairment measurement between the three stages of the ECL model, based on the assessment of the increase in credit risks on accounts receivables. The assessment of changes in credit risks includes qualitative and quantitative factors of the accounts, such as historical credit loss experience and external credit scores,

thresholds for significant increase in credit risks based on changes in probability of default over the expected life of the instrument relative to initial recognition; and

forecasts of future economic conditions.

Leases

Judgments made in relation to accounting policies applied

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

Key sources of estimation

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

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Management Discussion & Analysis

June 30, 2023

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Warrants and share options

Judgments made in relation to accounting policies applied

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

-Key sources of estimation

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

Long-term employee benefits obligations

-Judgments made in relation to accounting policies applied

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

-Key sources of estimation

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

Convertible debt

-Judgments made in relation to accounting policies applied

Management exercises judgment in determining the appropriate fair value of each separately identifiable component in the convertible debt instrument. Embedded derivatives such as conversion and buy-back options are measured at fair value through profit and loss and remeasured at each reporting period. The host debt liability is measured at amortised cost and amortised over the life of the instrument. Residual amounts, if any, from the transaction price after deducting the fair value of derivative liabilities and host debt are allocated to warrants if issued as part of the convertible debt.

-Key sources of estimation

In determining the present value of conversion options, the Company has modelled as a series of call options with inputs including strike price, stock price WVAP, annualized volatility and risk-free rate.

In respect of buy-back options, the Company has employed a Black Scholes valuation, adding an early exercise premium. Inputs and assumptions include share price, risk free rate, volatility and exercise price.

The fair value of the host debt liability is determined using a discounted cash flow method at an appropriate market participant discount rate.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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9	CHANGES IN ACCOUNTING POLICY

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

10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

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

There have been no material changes in the Company’s internal control over financial reporting during the three and six months ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Disclosure controls and procedures

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

11	RISK FACTORS AND UNCERTAINTIES

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

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

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

The business of the Company was dependent on ten customers for approximately 65.9% and 65.1% of its revenue in the three and six months ended June 30, 2023 respectively. The Company's largest customer accounted for approximately 34.2% and 34.6% of the Company's revenue for the three and six months ended June 30, 2023 respectively. The Company’s accounts receivables tend to be concentrated within a small group of customers and this is expected to improve while the Company is growing its customer base in various jurisdictions.

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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

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

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

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

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

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

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

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

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

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

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Management Discussion & Analysis

June 30, 2023

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

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

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

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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

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

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

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

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

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

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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

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

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

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

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

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

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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

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

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

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

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

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

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

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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

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

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

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

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

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

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

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

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

12	ADDITIONAL INFORMATION

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2023

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended June 30, 2023.

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.

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.

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

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

(a)

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

(i)

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

(ii)

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

(b)

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

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

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

5.3	Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	August 10, 2023

/s/ Yaniv Sherman
Yaniv Sherman
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Bragg Gaming Group Inc. (the “issuer”) for the interim period ended June 30, 2023.

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)

(b)

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

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

5.3	Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:

August 10, 2023.

/s/ Ronen Kannor
Ronen Kannor
Chief Financial Officer

Exhibit 99.5

BRAGG GAMING GROUP SECOND QUARTER REVENUE

RISES 18.9% TO RECORD €24.7 MILLION (USD $27.2 MILLION)

Gross Profit Rises 18.9% to €13.8 Million (USD $15.2 Million);

Adjusted EBITDA Grows 51.3% to €4.7 Million (USD $5.2 Million)

Updates Full Year 2023 Guidance Ranges with Midpoints Implying Revenue Growth of 13% and AEBITDA Growth of 32% over Full Year 2022

TORONTO, August 10, 2023 – Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) ("Bragg" or the "Company"), a global B2B content-driven iGaming technology provider, today reported record financial results for the second quarter ended June 30, 2023. The Company also updated its revenue and Adjusted EBITDA growth targets for full year 2023.

Summary of 2Q23 Financial and Operational Highlights


Euros (millions)⁽¹⁾	2Q23			2Q22			Change
Revenue	€	24.7		€	20.8		18.9	%
Gross profit	€	13.8		€	11.6		18.9	%
Gross profit margin		55.9	%		55.9	%	0	bps
Adjusted EBITDA⁽²⁾	€	4.7		€	3.1		51.3	%
Adjusted EBITDA margin		19.2	%		15.1	%	410	bps
Wagering revenue	€	5.5	B	€	4.2	B	31.2	%

(1)

Bragg’s reporting currency is Euros. The exchange rate provided is EUR €1.00 = USD $1.1. Due to fluctuating currency exchange rates, this reference rate is provided for convenience only.

(2)

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

Chief Executive Officer Commentary

“Bragg’s initiatives to focus the business to be a leading content-driven iGaming B2B provider combined with disciplined expense management, resulted in record second quarter operating results,” said Yaniv Sherman, Chief Executive Officer for Bragg. “Second quarter revenue and gross profit both rose nearly 19% year over year to €24.7 million (USD $27.2 million) and €13.8 million (USD $15.2 million), respectively, while Adjusted EBITDA increased more than 50% to €4.7 million (USD $5.2 million). These results reflect, in part, our continued shift towards a revenue mix of higher-margin products including in-house created proprietary and exclusive third-party content, turn-key Player Account Management (“PAM”) and managed services partnerships. The mix shift helped drive a 410-basis point improvement in our Adjusted EBITDA margin to 19.2%, an all-time quarterly record.

“During the second quarter we further advanced our efforts to scale the global distribution of our proprietary and exclusive third-party content. We continue to grow our distribution in North America as in the first six

months of this year we launched our proprietary and exclusive third-party content across seven operators in three North American markets. We are similarly focused on expanding our presence in Europe as we launched with ten operators in five European markets in the same time frame, including now being live with nearly all of the operators in Switzerland and having the leading PAM in the Netherlands. With our successes on this front, we continue to accelerate our new game launches, with 30 new proprietary or third-party exclusive games introduced globally in the first half of the year, and up to 40 additional new games expected to be introduced by year end. The growing distribution of our new games to new partners demonstrates the significant value and engagement of our content as well as our progress in transforming Bragg into a must-have content supplier for leading global iGaming operators.”

Mr. Sherman concluded, “With significant and ongoing progress on our key strategic initiatives Bragg is positioned to deliver further year over year revenue and cash flow growth in the second half of 2023 and beyond. Our balance sheet and strong cash flow has us well capitalized to execute on our growth initiatives. We are confident we have the right strategies and infrastructure in place to continue fortifying our position as a leading B2B iGaming content provider and that our business momentum will create new value for our shareholders.”

Second Quarter 2023 and Recent Business Highlights

●

New content and RGS technology went live with Rush Street Interactive in Pennsylvania, with FanDuel in Michigan and Connecticut, and with WynnBet in New Jersey

●

Entered into new global distribution agreements with Tier 1 operators 888 Holdings and PokerStars (Flutter)

o

These agreements will expand the reach of Bragg’s content in leading European markets such as the UK, Italy, Portugal, Spain, Denmark, Sweden and in the U.S. in New Jersey, Michigan and Pennsylvania

●

Launched for the first time in the Eurasian territory of Georgia with Adjarabet

●

Expanded Switzerland and Spain reach with six new customers

●

Since April 1, 2023 the Company has made four monthly cash payments to Lind Global Fund II LP (Lind”) in the aggregate amount of USD $2.0 million, in lieu of conversion into common shares, avoiding further dilution. The total outstanding balance of the convertible security as of August 10, 2023 is USD $6.0 million

o

Bragg expects to utilize cash flow from operations to make similar monthly cash payments to further reduce the Lind convertible security

Second Quarter 2023 Financial Results and other Key Metrics Highlights

●

Revenue increased by 18.9% to €24.7 million (USD $27.2 million) compared to €20.8 million (USD $22.9 million) in 2Q22

●

Wagering revenue generated by games and content offered by the Company increased by 31.2% to €5.5 billion (USD $6.1 billion) compared to €4.2 billion (USD $4.6 billion) in 2Q22

●

Gross profit increased by 18.9% to €13.8 million (USD $15.2 million) from €11.6 million (USD $12.8 million) in 2Q22, representing a gross profit margin of 55.9%

●

Net income for the period was €0.4 million (USD $0.4 million), an improvement from €0.1 million (USD $0.1 million) in 2Q22

●

Adjusted EBITDA increased by 51.3% to €4.7 million (USD $5.2 million) compared to €3.1 million (USD $3.4 million) in 2Q22, representing an Adjusted EBITDA margin of 19.2% compared to 15.1% in 2Q22

●

For the six-month period ended June 30, 2023, total cash flow from operations was €5.2 million (USD $ 5.7 million) compared to €7.6 million (USD $ 8.4 million) for the first six months of 2022.

●

Cash and cash equivalents as of June 30, 2023 was €10.7 million (USD $11.8 million) and net working capital, excluding deferred consideration, was €8.3 million (USD $9.1 million)

Updates Full Year 2023 Guidance

Reflecting the business momentum through the first half of the year as well as ongoing discussions in regard to optimizing key customer partnerships for the long-term, Bragg today updated its 2023 full year revenue guidance range to €95-97 million (US $104.5-106.7 million) and its full year Adjusted EBITDA to €15.5-16.5 million (USD $17.1-18.2 million).

Investor Conference Call

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

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

Participant Toll-Free Dial-In Number (US/CANADA): (888) 210-4227
Participant Toll Dial-In Number (INTERNATIONAL): (646) 960-0341

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

United Kingdom: Toll Dial-In: +44.20.3433.3846

Conference ID: 2522980

A webcast of the call and presentation may also be viewed at: https://investors.bragg.group/events-and-presentations/events/default.aspx

A replay of the call will be available until August 17, 2023 following the conclusion of the live call. In order to access the replay, dial (647) 362-9199 or (800) 770-2030 (toll-free) and use the passcode 2522980.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), including, without limitation, statements with respect to the following: the Company’s strategic growth initiatives and corporate vision and strategy; financial guidance for 2023, expected performance of the Company’s business; expansion into new markets; the impact of the new German regulatory regime, expected future growth and expansion opportunities; expected benefits of transactions; expected future actions and decisions of regulators and the timing and impact thereof. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing readers to get a better understanding of the Company’s anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

All forward-looking statements reflect the Company’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the following: the impact of any public health measures on the business of the Company; the regulatory regime governing the business of the Company; the operations of the Company;

the products and services of the Company; the Company’s customers; the growth of Company’s business, the meeting minimum listing requirements of the stock exchanges on which the Company's shares trade; which may not be achieved or realized within the time frames stated or at all; the integration of technology; and the anticipated size and/or revenue associated with the gaming market globally.

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

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

Non-IFRS Financial Measures

Statements in this news release make reference to “Adjusted EBITDA”, which is a non-IFRS (as defined herein) financial measure that the Company believes is appropriate to provide meaningful comparison with, and to enhance an overall understanding of, the Company’s past financial performance and prospects for the future. The Company believes that “Adjusted EBITDA” provides useful information to both management and investors by excluding specific expenses and items that management believe are not indicative of the Company’s core operating results. “Adjusted EBITDA” is a financial measure that does not have a standardized meaning under International Financial Reporting Standards (“IFRS”). As there is no standardized method of calculating “Adjusted EBITDA”, it may not be directly comparable with similarly titled measures used by other companies. The Company considers “Adjusted EBITDA” to be a relevant indicator for measuring trends in performance and its ability to generate funds to service its debt and to meet its future working capital and capital expenditure requirements. “Adjusted EBITDA” is not a generally accepted earnings measure and should not be considered in isolation or as an alternative to net income (loss), cash flows or other measures of performance prepared in accordance with IFRS. Adjusted EBITDA is more fully defined and discussed, and reconciliation to IFRS financial measures is provided, in Company’s Management’s Discussion and Analysis (“MD&A”) for the three and six-month period ended June 30, 2023.

About Bragg Gaming Group

Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is a content-driven iGaming technology provider, serving online and land-based gaming operators with its proprietary and exclusive content, and its cutting-edge technology. Bragg Studios offer high-performing, data-driven and passionately crafted casino gaming titles

from in-house brands Wild Streak Gaming, Spin Games, Atomic Slot Lab, Indigo Magic and Oryx Gaming. Its proprietary content portfolio is complemented by a range of exclusive titles from carefully selected studio partners which are Powered By Bragg: games built on Bragg remote games server (Bragg RGS) technology, distributed via the Bragg Hub content delivery platform and available exclusively to Bragg’s customers. Bragg’s modern and flexible omnichannel Player Account Management (Bragg PAM) platform powers multiple leading iCasino and sportsbook brands and is supported by expert in-house managed operational and marketing services. All content delivered via the Bragg Hub, whether exclusive or from Bragg’s large, aggregated games portfolio, is managed from a single back-office and is supported by powerful data analytics tools, as well as Bragg’s Fuze™ player engagement toolset. Bragg is licensed or otherwise certified, approved and operational in multiple regulated iCasino markets globally, including in New Jersey, Pennsylvania, Michigan, Ontario, the United Kingdom, the Netherlands, Germany, Sweden, Spain, Malta and Colombia.

Find out more.

Contacts:

Yaniv SpielbergJoseph Jaffoni, Richard Land, James Leahy

Chief Strategy OfficerJCIR

Bragg Gaming Group212-835-8500 or bragg@jcir.com
info@bragg.games

Financial tables follow

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE (LOSS) INCOME

(In thousands, except per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue		24,729		20,794		47,588		40,154
Cost of revenue		(10,903)		(9,167)		(21,542)		(18,507)
Gross Profit		13,826		11,627		26,046		21,647

Selling, general and administrative expenses		(13,082)		(11,305)		(24,988)		(21,505)
Loss on remeasurement of derivative liability		(115)		—		(179)		—
Gain on settlement of convertible debt		204		—		204		—
Gain on remeasurement of consideration receivable		—		—		—		37
Gain on remeasurement of deferred consideration		438		469		708		469
Operating Income		1,271		791		1,791		648

Net interest expense and other financing charges		(368)		(126)		(964)		(278)
Profit Before Income Taxes		903		665		827		370

Income taxes		(526)		(575)		(926)		(1,000)
Net Income (Loss)		377		90		(99)		(630)
Items to be reclassified to net loss:
Cumulative translation adjustment		(585)		1,601		(1,143)		(1,143)
Net Comprehensive (Loss) Income		(208)		1,691		(1,242)		(1,773)

Basic Income (Loss) Per Share		0.02		0.00		(0.00)		(0.03)
Diluted Income (Loss) Per Share		0.02		0.00		(0.00)		(0.03)

		Millions		Millions		Millions		Millions
Weighted average number of shares - basic		22.3		21.0		22.0		20.9
Weighted average number of shares - diluted		23.6		21.8		23.3		20.9

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)


	As at		As at
	June 30,		December 31,
	2023		2022
Cash and cash equivalents		10,742		11,287
Trade and other receivables		16,515		16,628
Prepaid expenses and other assets		3,387		1,823
Total Current Assets		30,644		29,738
Property and equipment		692		660
Right-of-use assets		1,242		576
Intangible assets		39,520		41,705
Goodwill		31,662		31,662
Other assets		47		47
Total Assets		103,807		104,388

Trade payables and other liabilities		19,337		19,549
Deferred revenue		408		746
Income taxes payable		1,229		1,113
Lease obligations on right of use assets - current		342		294
Deferred consideration - current		899		1,176
Derivative liability - current		1,006		1,320
Loans payable		—		109
Total Current Liabilities		23,221		24,307
Deferred income tax liabilities		1,201		1,201
Lease obligations on right of use assets - non-current		973		344
Convertible debt		4,532		6,648
Deferred consideration - non-current		836		2,121
Other non-current liabilities		233		233
Total Liabilities		30,996		34,854

Share capital		117,061		109,902
Broker warrants		38		38
Shares to be issued		3,491		6,982
Contributed surplus		21,596		20,745
Accumulated deficit		(72,326)		(72,227)
Accumulated other comprehensive income		2,951		4,094
Total Equity		72,811		69,534
Total Liabilities and Equity		103,807		104,388

BRAGG GAMING GROUP INC.

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES

(in thousands)


	Three Months Ended June 30,		Six Months Ended June 30,
EUR 000	2023	2022	2023	2022
Revenue	24,729	20,794	47,588	40,154
Operating income	1,271	791	1,791	648
EBITDA	4,525	2,674	7,754	4,107
Adjusted EBITDA	4,742	3,135	8,636	6,175