Bragg Gaming Group secures funding to support strategic acquisition plans

Bragg Gaming Group has successfully completed a previously announced non-brokered private placement, raising approximately US$1.3 million in gross proceeds. The financing represents another step in the company’s broader growth strategy as it prepares for the proposed acquisition of Drayton International, a transaction expected to close during the third quarter of 2026.

The funding initiative reflects Bragg Gaming Group’s ongoing efforts to strengthen its financial position while pursuing strategic expansion opportunities within the global iGaming and gaming technology sectors. The company stated that the proceeds will primarily support general corporate requirements and working capital needs as it moves toward completing the anticipated transaction.

Details of the private placement

Under the completed offering, Bragg Gaming Group issued 751,445 subscription receipts at a price of US$1.73 per subscription receipt. The pricing was based on the closing price of the company’s common shares listed on the Nasdaq Stock Market on May 29, 2026.

The transaction generated aggregate gross proceeds of approximately US$1.3 million. However, the subscription receipts and associated proceeds remain subject to specific escrow release conditions. These conditions include the completion or satisfaction of all material requirements related to the proposed acquisition of Drayton International.

The acquisition remains one of the company’s most significant strategic initiatives in 2026 and is expected to further strengthen Bragg Gaming Group’s position within the gaming technology and content marketplace.

How the subscription receipts will convert

Once all release conditions have been satisfied, each subscription receipt will automatically convert into one common share of Bragg Gaming Group and one non-transferable common share purchase warrant.

This conversion process will occur without requiring additional action from investors or the payment of further consideration. The company structured the offering to provide participants with both equity ownership and future investment opportunities through the warrants.

Each warrant will allow holders to acquire one additional common share at an exercise price of US$2.16. The warrants will remain exercisable for a period of 36 months following the completion of the acquisition transaction.

The warrant structure is commonly used in corporate financing transactions as a way to provide investors with potential upside participation while allowing companies to raise capital efficiently.

Warrant acceleration provisions

Bragg Gaming Group also included an acceleration mechanism within the warrant terms.

If the volume-weighted average trading price of the company’s shares on the Toronto Stock Exchange reaches or exceeds a level that is 25% higher than the warrant exercise price for 15 consecutive trading days, the company may accelerate the warrant expiry date.

Should this occur, Bragg Gaming Group would issue a public announcement outlining the accelerated timeline. Warrants would then expire at 5:00 p.m. Toronto time on the 30th day following the announcement.

Any warrants that remain unexercised at the conclusion of that notice period would be cancelled without compensation.

Such provisions are commonly included in financing arrangements to provide issuers with additional flexibility when market performance exceeds predetermined thresholds.

Planned use of proceeds

According to the company, the net proceeds from the financing will primarily be allocated toward general corporate purposes and working capital requirements.

Maintaining adequate working capital is particularly important as Bragg Gaming Group continues to invest in product development, content creation, technology infrastructure and expansion initiatives across regulated gaming markets.

The company has consistently focused on expanding its proprietary technology capabilities and gaming content portfolio while pursuing strategic opportunities that support long-term growth objectives.

The financing also provides additional flexibility as management works toward completing the proposed acquisition of Drayton International.

Transfer restrictions and regulatory requirements

The securities issued under the offering are subject to several regulatory restrictions.

In Canada, the subscription receipts, common shares, warrants and any shares issued upon warrant exercise are subject to a statutory hold period of four months and one day following the closing of the offering.

In addition, the securities are classified as restricted securities under Rule 144(a)(3) of the United States Securities Act of 1933. As a result, transfers or resales must comply with applicable exemptions or other regulatory requirements.

The company also confirmed that subscribers agreed not to directly or indirectly sell, transfer or otherwise dispose of their shares, warrants or warrant shares for four months following the completion of the acquisition transaction.

These restrictions are intended to support orderly market conditions following the completion of both the financing and the proposed acquisition.

Insider participation in the offering

Several members of Bragg Gaming Group’s leadership team and board participated in the financing.

Chief Financial Officer Robbie Bressler subscribed for 86,704 subscription receipts. Chief Operating Officer Morten Tonnesen subscribed for 57,803 subscription receipts, while director Thomas Winter also subscribed for 57,803 subscription receipts.

The company noted that this participation constituted a related party transaction under Canadian securities regulations. However, Bragg Gaming Group stated that it qualified for exemptions from formal valuation and minority shareholder approval requirements because the size of the insider participation remained below applicable regulatory thresholds.

The company further explained that it did not file a material change report 21 days before the closing of the offering because insider participation had not yet been finalized and management sought to complete the financing promptly for business reasons.

Additional details regarding insider participation are expected to be disclosed in regulatory filings associated with the completed offering.

Matt Davey increases involvement with Bragg Gaming Group

A notable participant in the financing was gaming entrepreneur Matt Davey, founder and chairman of Tekkorp Capital.

Davey subscribed for 115,607 subscription receipts, further increasing his involvement with Bragg Gaming Group as the company moves toward its next stage of development.

The company has previously announced its intention to appoint Davey as non-executive chairman of the board upon completion of the acquisition transaction.

Following the completion of both the financing and the proposed acquisition, Davey is expected to hold approximately 10% of the company’s issued and outstanding shares on a non-diluted basis.

His anticipated appointment is likely to attract industry attention due to his extensive experience within the gaming, technology and investment sectors.

Acquisition remains a key strategic priority

The proposed acquisition of Drayton International remains central to Bragg Gaming Group’s strategic roadmap.

Management has positioned the transaction as an opportunity to enhance the company’s capabilities, expand its commercial reach and strengthen its competitive position within regulated gaming markets.

While the transaction remains subject to customary closing conditions, the completion of the private placement demonstrates continued investor support for the company’s growth strategy.

As the gaming industry continues to evolve through technological innovation, regulatory expansion and increasing demand for digital entertainment products, Bragg Gaming Group appears focused on building a stronger platform capable of supporting future opportunities.

Conclusion

Bragg Gaming Group’s successful US$1.3 million private placement represents more than a routine financing exercise. The transaction provides additional financial flexibility while reinforcing investor confidence in the company’s long-term strategic direction.

With the proposed acquisition of Drayton International progressing toward an expected third-quarter 2026 closing, the company has taken another important step in preparing for its next phase of growth. The participation of senior executives, board members and industry veteran Matt Davey highlights continued support from individuals closely connected to the business.

Although regulatory conditions and transaction requirements remain to be completed, the financing strengthens Bragg Gaming Group’s position as it pursues expansion opportunities in the competitive global gaming technology market. Investors and industry observers will now be closely watching developments surrounding the acquisition and the company’s future growth initiatives.

FAQs

What is Bragg Gaming Group?
Bragg Gaming Group is a gaming technology and content company that provides iGaming solutions, proprietary content and platform services to regulated gaming operators.

How much money did Bragg Gaming Group raise?
The company raised approximately US$1.3 million through a non-brokered private placement.

What was the issue price of the subscription receipts?
Each subscription receipt was issued at a price of US$1.73.

What is the purpose of the financing?
The proceeds are expected to be used primarily for general corporate purposes and working capital requirements.

What acquisition is Bragg Gaming Group pursuing?
The company is pursuing the acquisition of Drayton International, which is expected to close in the third quarter of 2026.

What happens when the release conditions are satisfied?
Each subscription receipt will automatically convert into one common share and one warrant.

What is the warrant exercise price?
Each warrant can be exercised at US$2.16 per share.

Who participated from management in the offering?
Robbie Bressler, Morten Tonnesen and Thomas Winter participated in the financing through subscription receipt purchases.

Who is Matt Davey?
Matt Davey is a gaming entrepreneur and founder of Tekkorp Capital who also participated in the offering.

What ownership stake is Matt Davey expected to hold?
Following completion of the transaction and financing, he is expected to hold approximately 10% of the company’s issued and outstanding shares on a non-diluted basis.