Bragg Gaming Group completes Drayton International acquisition

Bragg Gaming Group has completed its previously announced acquisition of Drayton International in a transaction designed to strengthen the company's long-term position within regulated gaming markets across the United States. Alongside the completion of the acquisition, the company confirmed the conversion of subscription receipts into common shares and warrants, renewed its senior credit facility and announced several changes to its board of directors.

The completed transaction marks another strategic milestone for Bragg Gaming Group as it continues to broaden its technology portfolio, enhance its proprietary gaming content and expand its presence across regulated online gaming and wagering markets.

Bragg completes acquisition of Drayton International

Bragg Gaming Group has officially acquired all issued and outstanding securities of Drayton International for total consideration of US$9 million. The purchase was completed entirely through the issuance of 4.5 million common shares.

As part of the agreement, certain former shareholders of Drayton International who received common shares are subject to a structured lock-up arrangement. Under this agreement, the shares cannot be sold, transferred or otherwise disposed of for up to 24 months following completion of the transaction. Twenty-five percent of the restricted shares will become available after 12 months followed by additional releases after 15 months 18 months and 24 months.

The lock-up structure reflects a long-term alignment between Bragg Gaming Group and the former owners of Drayton International while supporting shareholder stability following the acquisition.

Strategic expansion into regulated US wagering

The acquisition significantly expands Bragg Gaming Group's footprint within regulated gaming markets across the United States.

One of the most important elements of the transaction is Bragg's entry into the regulated Advance Deposit Wagering (ADW) market. ADW is the licensed online wagering model widely used for horse racing across the United States. Customers deposit funds into licensed accounts before placing wagers on racing events.

The ADW sector has experienced continued development as more jurisdictions modernise regulated wagering frameworks and consumers increasingly adopt digital betting platforms.

Through Drayton International's operational capabilities and technology infrastructure, Bragg Gaming Group gains immediate access to this specialised segment while complementing its existing operations within online casino content and sports betting technology.

Expanded technology and proprietary content

Beyond market access, the acquisition also strengthens Bragg's overall technology ecosystem.

Drayton International holds equity interests in several licensed gaming studios. These investments provide Bragg with broader access to proprietary game development, exclusive content and additional product features that can be integrated across the company's existing technology platform.

The company's HUB platform and Player Account Management (PAM) solutions are expected to benefit from these additional capabilities as Bragg continues developing integrated solutions for regulated operators.

Increasing ownership of proprietary content remains an important strategic objective for many gaming technology providers because exclusive games help differentiate operator offerings while improving commercial opportunities.

Focus on product innovation

Commenting on the transaction, Bragg Gaming Group Chief Executive Officer Matevz Mazij said:

“Drayton gives Bragg a direct, credible entry into the U.S. Advance Deposit Wagering (ADW) market, a diversified portfolio of studio equity interests and proprietary distribution infrastructure that materially expands our content scale. Beyond this transaction, our studios continue to expand the breadth of games and features across the platform, including the early application of AI-assisted development tools to help us bring new content to market faster. We see real long-term potential here and we intend to be direct with shareholders and the market as that work matures.”

Mazij highlighted both the immediate commercial benefits of the acquisition and the company's continued investment in product innovation. Bragg has increasingly focused on expanding its internally developed gaming content while exploring artificial intelligence tools that can support development processes without replacing creative expertise.

Subscription receipts converted into shares

Following completion of the acquisition, Bragg Gaming Group also confirmed that the escrow conditions connected to its previously announced private placement had been fully satisfied.

All 751,445 subscription receipts issued at US$1.73 each have automatically converted into an equal number of common shares together with non-transferable share purchase warrants.

Each warrant allows the holder to acquire one common share at an exercise price of US$2.16 over a period of 36 months subject to the conditions outlined in the warrant agreements.

The newly issued securities remain subject to applicable Canadian statutory holding periods as well as restrictions under United States securities regulations.

Participants in the financing have also agreed to a four-month lock-up period following completion of the transaction.

Credit facility renewed with Bank of Montreal

Bragg Gaming Group also confirmed that it obtained written consent from Bank of Montreal before completing the acquisition.

In addition, the company's existing senior credit facility has been renewed for another year under terms that remain consistent with the previous financing arrangement.

The renewal provides continued financial flexibility while supporting Bragg's ongoing operational and strategic initiatives.

Matt Davey appointed chairman

As part of the corporate changes announced alongside the acquisition, Matt Davey has been appointed non-executive chairman of Bragg Gaming Group's board of directors.

Davey is the founder and chairman of Tekkorp Capital, an investment firm focused on the gaming sector. Following completion of both the acquisition and private placement, Tekkorp Capital holds approximately 10.09 percent of Bragg Gaming Group's issued and outstanding common shares on a non-diluted basis.

Davey has extensive experience across gaming technology, mergers and acquisitions and regulated sports betting markets. His appointment reflects Bragg's intention to strengthen its governance while supporting future growth initiatives.

Holly Gagnon said:

“Matt is highly respected throughout our industry and brings deep strategic, operational and governance experience. His track record speaks for itself, but what stands out to me is that he’s not just advising Bragg, he’s now genuinely invested in where we go next. As we enter this next phase following the transaction, we’re glad to have that experience and perspective on the board as we focus on execution and long-term value for shareholders.”

Leadership transition continues

Following Davey's appointment, Holly Gagnon has stepped down as chair while remaining a director of the company.

Bragg Gaming Group acknowledged her leadership throughout the transaction and recognised her contribution to the company's governance during a significant period of strategic development.

The company also congratulated Gagnon on her induction into the American Gaming Association Gaming Hall of Fame Class of 2026. The honour recognises more than three decades of leadership within the gaming industry and she is expected to be formally inducted during Global Gaming Expo (G2E) in Las Vegas later this year.

Commenting on his appointment, Matt Davey said:

“Bragg has built the foundations needed for a powerful platform and distribution business: real content, real technology and real licences in highly regulated markets. The next chapter is about disciplined execution, focus, balance sheet strength, operating cash flow and revenue growth driven by letting the product do the talking. I’ve built businesses through this phase before and I look forward to supporting the board and management as they do it here.”

CEO steps down from the board

Bragg Gaming Group also confirmed that Chief Executive Officer Matevz Mazij has resigned from the company's board of directors effective July 22 2026.

The resignation follows Bragg's majority voting policy after Mazij did not receive a majority of shareholder votes cast for his re-election during the company's annual general meeting held on June 18 2026.

The board accepted his resignation while confirming that Mazij will continue serving as Chief Executive Officer.

This governance change separates executive management from board representation while maintaining leadership continuity across the company's operations.

Long-term outlook

The acquisition of Drayton International represents a strategic investment that extends beyond immediate market expansion. By combining regulated market access with proprietary technology, gaming studio investments and wagering infrastructure, Bragg Gaming Group is positioning itself for broader participation across multiple regulated gaming verticals in North America.

The addition of experienced board leadership, continued financial support through its renewed credit facility and expanded technology capabilities collectively strengthen the company's long-term growth strategy. While future commercial performance will depend on successful integration and continued execution, the transaction provides Bragg with additional operational resources and diversification opportunities within highly regulated gaming markets.

Conclusion

Bragg Gaming Group's acquisition of Drayton International marks an important step in the company's broader strategy to expand its presence across regulated gaming markets in the United States. The transaction enhances Bragg's technology capabilities, provides entry into the regulated Advance Deposit Wagering market and expands access to proprietary gaming content through licensed studio investments.

Combined with the appointment of Matt Davey as non-executive chairman, renewal of the company's senior credit facility and governance updates, the announcement reflects a coordinated effort to strengthen Bragg's long-term operational foundation. As the company integrates Drayton International into its existing business, investors and industry participants will closely monitor how these expanded capabilities contribute to future growth within the evolving regulated gaming sector.

FAQs

What is Bragg Gaming Group's latest acquisition?
Bragg Gaming Group has completed the acquisition of Drayton International through an all-share transaction valued at US$9 million.

Why did Bragg Gaming Group acquire Drayton International?
The acquisition supports Bragg's expansion into regulated US wagering markets while strengthening its technology portfolio and proprietary gaming content.

What is Advance Deposit Wagering?
Advance Deposit Wagering is a regulated betting model that allows customers to fund licensed accounts before placing wagers on horse racing events.

Who is the new chairman of Bragg Gaming Group?
Matt Davey has been appointed non-executive chairman of the board following completion of the acquisition.

Will Matevz Mazij remain with the company?
Yes. Although he resigned from the board of directors, Matevz Mazij continues to serve as Chief Executive Officer.

How was the acquisition financed?
The acquisition was completed through the issuance of 4.5 million Bragg Gaming Group common shares rather than a cash payment.

What happens to the former Drayton shareholders?
Certain former shareholders are subject to lock-up agreements that gradually release their shares over a period of up to 24 months.

Did Bragg Gaming Group renew its financing?
Yes. The company renewed its existing senior credit facility with Bank of Montreal for another year.

How does the acquisition benefit Bragg's gaming platform?
The transaction adds proprietary content, gaming studio investments and operational infrastructure that can be integrated into Bragg's existing platform.

What is the strategic importance of this acquisition?
The acquisition broadens Bragg Gaming Group's presence across regulated gaming markets while supporting future growth through technology expansion and product diversification.