ブラグゲーミンググループの適時開示

6-K 1 tm2515028d1_6k.htm FORM 6-K

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 May, 2025

Commission File Number: 001-40759

Bragg Gaming Group Inc.

(Translation of registrant's name into English)

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Canada

(Address of principal executive offices)

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

Form 20-F ¨ Form 40-F x 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.

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibit	Description

99.1	Interim Unaudited Condensed Consolidated Financial Statements for the three-month period ended March 31, 2025 and 2024
99.2	Management Discussion and Analysis for the three month period ended March 31, 2025
99.3	Certification of Interim Filings by CEO dated May 15, 2025
99.4	Certification of Interim Filings by CFO dated May 15, 2025
99.5	News Release, dated May 15, 2025

SIGNATURES

	BRAGG GAMING GROUP INC.

Date: May 15, 2025
	By:	/s/ Giles Potter
	Name:	Giles Potter
	Title:	Chief Marketing Officer

EX-99.1 2 tm2515028d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Three-month period ended March 31, 2025 and March 31, 2024

Presented in Euros (Thousands)

TABLE OF CONTENTS

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

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1	GENERAL INFORMATION	5
2	MATERIAL ACCOUNTING POLICIES	5
3	LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE	6
4	CONVERTIBLE DEBT	7
5	SHARE CAPITAL	8
6	WARRANTS	8
7	SHARE BASED COMPENSATION	9
8	GOODWILL	12
9	DEFERRED CONSIDERATION	13
10	RIGHT OF USE ASSETS	14
11	INTANGIBLE ASSETS	15
12	TRADE AND OTHER RECEIVABLES	16
13	TRADE PAYABLES AND OTHER LIABILITIES	16
14	LEASE LIABILITIES	17
15	LOANS PAYABLE	18
16	RELATED PARTY TRANSACTIONS	19
17	FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT	20
18	SUPPLEMENTARY CASHFLOW INFORMATION	24
19	SEGMENT INFORMATION	25
20	INCOME TAXES	26
21	CONTINGENT LIABILITIES	27
22	SUBSEQUENT EVENTS	27

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

			Three Months Ended March 31,
	Note		2025			2024
Revenue		3, 19		25,505			23,811
Cost of revenue		3		(11,221	)		(11,934	)
Gross Profit				14,284			11,877

Selling, general and administrative expenses		3		(15,807	)		(12,387	)
Loss on remeasurement of derivative liability		4		—			(178	)
Gain on settlement of convertible debt		4		—			65
Loss on remeasurement of deferred consideration		3, 9, 17		(157	)		(645	)
Operating Loss				(1,680	)		(1,268	)

Net interest expense and other financing charges		3, 18		(346	)		(592	)
Loss Before Income Taxes				(2,026	)		(1,860	)

Income taxes expense		20		(614	)		(44	)
Net Loss				(2,640	)		(1,904	)

Items to be reclassified to net loss:
Cumulative translation adjustment				(1,423	)		(383	)

Net Comprehensive Loss				(4,063	)		(2,287	)

Basic Loss Per Share				(0.11	)		(0.08	)
Diluted Loss Per Share				(0.11	)		(0.08	)

	Millions	Millions
Weighted average number of shares - basic	25.1	23.5
Weighted average number of shares - diluted	25.1	23.5

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

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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


			As at			As at
			March 31,			December 31,
	Note		2025			2024
Cash and cash equivalents				10,815			10,467
Trade and other receivables		12, 17		21,517			20,072
Prepaid expenses and other assets				2,708			2,624
Total Current Assets				35,040			33,163
Property and equipment				1,295			1,341
Right-of-use assets		10		3,247			3,510
Intangible assets		11		33,507			35,859
Goodwill		8		32,182			32,722
Other assets				351			—
Total Assets				105,622			106,595

Trade payables and other liabilities		13, 17		22,118			19,946
Income taxes payable		20		951			463
Lease obligations on right of use assets		14		855			882
Deferred consideration		9		1,467			1,244
Share appreciation rights liability		7		257			—
Loans payable		15		6,322			6,579
Total Current Liabilities				31,970			29,114
Deferred income tax liabilities		20		637			680
Lease obligations on right of use assets		14		2,473			2,815
Share appreciation rights liability		7		214			—
Other non-current liabilities				487			487
Total Liabilities				35,781			33,096

Share capital		5		131,853			131,729
Contributed surplus				17,961			17,680
Accumulated deficit				(83,850	)		(81,210	)
Accumulated other comprehensive income				3,877			5,300
Total Equity				69,841			73,499
Total Liabilities and Equity				105,622			106,595

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

Approved on behalf of the Board

Matevž Mazij	Holly Gagnon
Chief Executive Officer	Chair of the Board of Directors

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

													Accumulated
													other
			Share		Shares to		Contributed			Accumulated			comprehensive			Total
	Note		capital		be issued		surplus			Deficit			income (loss)			Equity
Balance as at January 1, 2024				120,015		3,491		19,887			(76,063	)		2,917			70,247
Shares issued upon exercise of convertible debt				1,068		—		—			—			—			1,068
Share-based compensation		7		—		—		184			—			—			184
Net loss for the year				—		—		—			(1,904	)		—			(1,904	)
Other comprehensive loss				—		—		—			—			(383	)		(383	)
Balance as at March 31, 2024				121,083		3,491		20,071			(77,967	)		2,534			69,212

Balance as at January 1, 2025				131,729		—		17,680			(81,210	)		5,300			73,499
Exercise of stock options		7		124		—		(87	)		—			—			37
Share-based compensation		7		—		—		368			—			—			368
Net loss for the year				—		—		—			(2,640	)		—			(2,640	)
Other comprehensive loss				—		—		—			—			(1,423	)		(1,423	)
Balance as at March 31, 2025				131,853		—		17,961			(83,850	)		3,877			69,841

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

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

			Three Months Ended March 31,
	Note		2025			2024
Operating Activities
Net loss				(2,640	)		(1,904	)
Add:
Net interest expense and other financing charges		3, 18		346			592
Depreciation and amortization		3		4,720			3,877
Share based compensation		7		846			184
Loss on remeasurement of derivative liability		4		—			178
Gain on settlement of convertible debt		4		—			(65	)
Loss on remeasurement of deferred consideration		3, 9, 17		157			645
Unrealized foreign exchange (gain) loss				(38	)		8
Income tax expense		20		614			44
				4,005			3,559
Change in working capital		18		643			(659	)
Income tax paid		20		(154	)		(151	)
Cash Flows Generated from Operating Activities				4,494			2,749

Investing Activities
Purchases of property and equipment				(80	)		(112	)
Additions of intangible assets		11		(2,874	)		(2,641	)
Loan receivables				(350	)		—
Cash Flows Used In Investing Activities				(3,304	)		(2,753	)

Financing Activities
Proceeds from exercise of stock options		7		37			—
Repayment of convertible debt				—			(455	)
Repayment of lease liability		14		(344	)		(171	)
Interest and financing fees				(249	)		(61	)
Cash Flows Used In Financing Activities				(556	)		(687	)

Effect of foreign currency exchange rate changes on cash and cash equivalents				(286	)		(358	)
Change in Cash and Cash Equivalents				348			(1,049	)
Cash and cash equivalents at beginning of year				10,467			8,796
Cash and Cash Equivalents at end of year				10,815			7,747

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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

1 GENERAL INFORMATION

Nature of operations

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

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

2 MATERIAL 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, 2024, which are available at www.sedarplus.ca.

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, 2024.

These interim financial statements are prepared on a historical cost basis except for financial instruments classified at fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”) which are measured at fair value. The material accounting policies set out in note 2 of the audited consolidated financial statements for the year ended December 31, 2024 have been applied consistently in the preparation of the interim financial statements for all periods presented.

These interim financial statements were, at the recommendation of the audit committee, approved and authorized for filing by the board of directors of the Company (the “Board”) on May 15, 2025.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

3 LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

The loss before income taxes is classified as follows:

			Three Months Ended March 31,
	Note		2025			2024
Revenue		19		25,505			23,811
Cost of revenue				(11,221	)		(11,934	)
Gross Profit				14,284			11,877

Salaries and subcontractors				(6,574	)		(4,907	)
Share based compensation		7		(846	)		(184	)
Total employee costs				(7,420	)		(5,091	)
Depreciation and amortization				(4,720	)		(3,877	)
IT and hosting				(1,281	)		(1,068	)
Professional fees				(1,086	)		(875	)
Corporate costs				(132	)		(175	)
Sales and marketing				(297	)		(559	)
Bad debt recovery (expense)		12		(131	)		18
Travel and entertainment				(331	)		(215	)
Other operational costs				(409	)		(545	)
Selling, General and Administrative Expenses				(15,807	)		(12,387	)

Loss on remeasurement of derivative liability		4		—			(178	)
Gain on settlement of convertible debt		4		—			65
Loss on remeasurement of deferred consideration		9		(157	)		(645	)
Operating Loss				(1,680	)		(1,268	)

Interest income				4			—
Accretion on liabilities		9		(73	)		(531	)
Foreign exchange gain				35			44
Interest and financing fees				(312	)		(105	)
Net Interest Expense and Other Financing Charges				(346	)		(592	)
Loss Before Income Taxes				(2,026	)		(1,860	)

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

4 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.

	Convertible debt			Derivative liability			Total
Balance as at January 1, 2024		2,445			471			2,916
Accretion expense		1,298			—			1,298
Loss on remeasurement of derivative liability		—			94			94
Gain on settlement of convertible debt		—			(169	)		(169	)
Shares issued upon exercise of convertible debt		(2,314	)		(390	)		(2,704	)
Repayment of convertible debt		(1,377	)		—			(1,377	)
Effect of movement in exchange rates		(52	)		(6	)		(58	)
Balance as at December 31, 2024		—			—			—

On August 7, 2024, the convertible debt has been settled in full.

For the three months ended March 31, 2024, an accretion expense of EUR 396 was recognised in net interest expense and other financing charges in respect of the Host Debt component and a loss of EUR 178 on remeasurement of derivative liability was recognised in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

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 6.910 and 7.260, 5-day VWAP of between CAD 6.910 and 7.306, expected life of between 0.06 to 0.56 years, annual risk-free rate of between 5.17% and 5.54%

During the three months ended March 31, 2024, 216,148 shares were issued upon exercise of convertible debt (representing USD 1,000 of the total face value of USD 10,000). The Company also elected to settle USD 500 of the debt in cash upon delivery of a cash in-lieu of shares conversion notice for a total of USD 515.

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 months ended March 31, 2024, EUR 921 and EUR 147 was transferred from the host debt liability and derivative liability, respectively, to share capital in the interim unaudited condensed consolidated statements of changes in equity for a total of EUR 1,068.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

5 SHARE CAPITAL

Authorized - Unlimited Common Shares, fully paid

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

		Note		Number		Value
January 1, 2024	Balance				23,003,552		120,015
February 5, 2024 to March 5, 2024	Shares issued upon exercise of convertible debt		6		216,148		1,068
March 31, 2024	Balance				23,219,700		121,083

January 1, 2025	Balance				25,042,982		131,729
February 6, 2025	Exercise of FSO		6		25,000		124
March 31, 2025	Balance				25,067,982		131,853

The Company’s common shares have no par value.

6 WARRANTS

The following are continuities of the Company’s warrants:

		Warrants
		issued as part of
Number of Warrants		convertible debt
January 1, 2024	Balance		979,048
March 31, 2024	Balance		979,048

January 1, 2025	Balance		979,048
March 31, 2025	Balance		979,048

Each unit consists of the following characteristics:

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

Warrants issued upon completion of Financing Arrangement

Upon completion of the Financing Arrangement 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.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

WARRANTS (CONTINUED)

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 consolidated statements of changes in equity.

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 table summarizes information about the OEIP.

	DSU		RSU		SAR		FSO
										Weighted
	Outstanding		Outstanding		Outstanding		Outstanding			Average
	DSUs		RSUs		SARs		FSOs			Exercise
	(Number of		(Number of		(Number of		(Number			Price / Share
	of shares)		of shares)		of shares)		of shares)			CAD
Balance as at January 1, 2024		225,154		498,000		—		1,777,438			8.43
Expired		—		—		—		(50,000	)		5.00
Forfeited / Cancelled		—		—		—		(162	)		10.07
Balance as at March 31, 2024		225,154		498,000		—		1,727,276			8.52

Balance as at January 1, 2025		26,666		280,000		1,329,082		1,602,346			8.81
Granted		—		—		—		5,000			2.30
Exercised		—		—		—		(25,000	)		2.30
Forfeited / Cancelled		—		—		—		(2,530	)		(10.07	)
Balance as at March 31, 2025		26,666		280,000		1,329,082		1,579,816			8.89

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

SHARE BASED COMPENSATION (CONTINUED)

The following table summarizes information about the outstanding share options as at March 31, 2025:

	Outstanding						Exercisable
			Weighted		Weighted				Weighted
			Average		Average				Average
	FSOs		Remaining		Exercise		FSOs		Exercise
Range of exercise	(Number		Contractual		Price / Share		(Number		Price / Share
prices (CAD)	of shares)		Life (Years)		CAD		of shares)		CAD
2.30 - 5.00		20,000		10		4.68		—		—
5.01 - 8.62		1,131,081		2		7.72		947,740		7.77
8.63 - 15.00		427,183		6		12.11		427,173		12.11
15.01 - 33.30		1,552		1		33.30		1,552		33.30
		1,579,816		3		8.89		1,376,465		9.15

The following table summarizes information about the outstanding share options as at March 31, 2024:

	Outstanding						Exercisable
			Weighted		Weighted				Weighted
			Average		Average				Average
	FSOs		Remaining		Exercise		FSOs		Exercise
Range of exercise	(Number		Contractual		Price / Share		(Number		Price / Share
prices (CAD)	of shares)		Life (Years)		CAD		of shares)		CAD
2.30 - 5.00		148,200		1		2.63		148,200		2.63
5.01 - 8.62		1,118,018		4		7.76		960,168		7.88
8.63 - 15.00		459,506		6		12.21		409,027		12.28
15.01 - 33.30		1,552		2		33.30		1,552		33.30
		1,727,276		4		8.52		1,518,947		8.58

Fixed Stock Options (“FSOs”)

During the three months ended March 31, 2025, a share-based compensation charge of EUR 98 (three months ended March 31, 2024: EUR 98) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

During the three months ended March 31, 2025, 25,000 common shares of the Company were issued upon exercise of fixed stock options (three months ended March 31, 2024: nil). Upon exercise of fixed stock options, for the three months ended March 31, 2025, EUR 87 (three months ended March 31, 2024: EUR nil) 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 months ended March 31, 2025, totaled EUR 37 (three months ended March 31, 2024: nil).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

SHARE BASED COMPENSATION (CONTINUED)

Deferred Share Units (“DSUs”)

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

During the three months ended March 31, 2025, a share-based compensation charge of EUR nil (three months ended March 31, 2024: EUR 3) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

Restricted Share Units (“RSUs”)

During the three months ended March 31, 2025, a share-based compensation charge of EUR 270 (three months ended March 31, 2024: EUR 83) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

Share Appreciation Rights (“SARs”)

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

The aggregate number of units granted in respect of SARs totalled 1,329,082 with an issue price of CAD 5.00 per unit, based on market price of the Company’s stock on the date of grant. These SAR units, which have a term of not exceeding five years, will vest as follows:

1/3 on the first anniversary of the grant date

1/3 on the second anniversary of the grant date

1/3 on the third anniversary of the grant date

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

	As at		As at
	March 31,		December 31,
	2025		2024
Total carrying amount of liabilities for SARs		471		—
Total intrinsic value of liabilities for vested benefits		—		—

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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

SHARE BASED COMPENSATION (CONTINUED)

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

	As at
	March 31,
	2025
Expected dividend yield (%)		—
Expected share price volatility (%)		81.00
Risk-free interest rate (%)		3.96
Expected life of options (years)		5.0
Share price (CAD)		6.00
Forfeiture rate (%)		—

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

During the three months ended March 31, 2025, a share-based compensation charge of EUR 478 (three months ended March 31, 2024: EUR nil) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

8 GOODWILL

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

As at January 1, 2024	31,921
Effect of Movement in exchange rates	801
As at December 31, 2024	32,722

Effect of movements in exchange rates	(540	)
As at March 31, 2025	32,182

The carrying amount of goodwill is attributed to the acquisitions of Oryx, Wild Streak and Spin. The Company completed its annual impairment tests for goodwill as at December 31, 2024 and concluded that there was no impairment.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

9 DEFERRED CONSIDERATION

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

Balance as at January 1, 2024	2,939
Accretion expense	428
Gain on remeasurement of deferred consideration	(132	)
Shares issued as deferred consideration	(2,139	)
Effect of movement in exchange rates	148
Balance as at December 31, 2024	1,244

Accretion expense	73
Loss on remeasurement of deferred consideration	157
Effect of movement in exchange rates	(7	)
Balance as at March 31, 2025	1,467

On June 1, 2022, the Company acquired Spin Games LLC. 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 months ended March 31, 2025, an accretion expense of EUR 73 (three months ended March 31, 2024: EUR 135) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

In the three months ended March 31, 2025, a loss on remeasurement of deferred consideration of EUR 157 (three months ended March 31, 2024: loss of EUR 645) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

As at March 31, 2025, the Company measured the present value of deferred consideration to be paid in common shares of EUR 1,467 recorded in current liabilities (December 31, 2024: EUR 1,244 in current liabilities).

The fair value of deferred consideration as at March 31, 2025 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 69.2% resulting in a DLOM of 6.50% for the third anniversary settlement of consideration.

The fair value of deferred consideration as at December 31, 2024 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). The assumptions include applying an annual dividend rate of 0.0% and volatility of 63.7% resulting in a DLOM of 9.3% for the third anniversary settlement of consideration

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

10 RIGHT OF USE ASSETS

	Right of use
	Properties
Cost
Balance as at December 31, 2023		4,434
Additions		161
Modifications		836
Disposal		(633	)
Effect of movement in exchange rates		79
Balance as at December 31, 2024		4,877
Modification		(20	)
Disposal		(24	)
Effect of movement in exchange rates		(52	)
Balance as at March 31, 2025		4,781

Accumulated Depreciation
Balance as at December 31, 2023		1,201
Depreciation		806
Disposal		(633	)
Effect of movement in exchange rates		(7	)
Balance as at December 31, 2024		1,367
Depreciation		214
Disposal		(24	)
Effect of movement in exchange rates		(23	)
Balance as at March 31, 2025		1,534

Carrying Amount
Balance as at December 31, 2024		3,510
Balance as at March 31, 2025		3,247

In the period ended March 31, 2025, depreciation expense of EUR 214 was recognized within selling, general and administrative expenses (period ended March 31, 2024: EUR 226).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

11 INTANGIBLE ASSETS

				Deferred
	Intellectual			Development			Customer
	Property			Costs			Relationships			Brands			Other			Total
Cost
Balance as at December 31, 2023		18,096			21,595			24,758			2,148			299			66,896
Additions		648			11,461			—			—			—			12,109
Effect of movement in exchange rates		531			151			1,325			53			(1	)		2,059
Balance as at December 31, 2024		19,275			33,207			26,083			2,201			298			81,064
Additions		156			2,718			—			—			—			2,874
Effect of movement in exchange rates		(359	)		(177	)		(894	)		(35	)		9			(1,456	)
Balance as at March 31, 2025		19,072			35,748			25,189			2,166			307			82,482

Accumulated Amortization
Balance as at December 31, 2023		8,445			11,270			7,452			1,430			166			28,763
Amortization		2,755			8,962			3,246			663			88			15,714
Effect of movement in exchange rates		186			42			451			42			7			728
Balance as at December 31, 2024		11,386			20,274			11,149			2,135			261			45,205
Amortization		625			2,875			829			39			21			4,389
Effect of movement in exchange rates		(45	)		(147	)		(364	)		(34	)		(29	)		(619	)
Balance as at March 31, 2025		11,966			23,002			11,614			2,140			253			48,975

Carrying Amount
Balance as at December 31, 2024		7,889			12,933			14,934			66			37			35,859
Balance as at March 31, 2025		7,106			12,746			13,575			26			54			33,507

In the period ended March 31, 2025, amortization expense of EUR 4,389 was recognized within selling, general and administrative expenses (period ended March 31, 2024: EUR 3,568).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

TRADE AND OTHER RECEIVABLES

Trade and other receivables comprises:

	As at		As at
	March 31,		December 31,
	2025		2024
Trade receivables		20,942		19,558
Sales tax		575		514
Trade and other receivables		21,517		20,072

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

	As at			As at
	March 31,			December 31,
	2025			2024
Less than one month		19,035			18,984
Between two and three months		1,364			660
Greater than three months		3,171			2,411
		23,570			22,055
Provision for expected credit losses		(2,628	)		(2,497	)
Trade receivables		20,942			19,558

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

Balance as at December 31, 2023			2,059
Net increase in provision for doubtful debts			438
Balance as at December 31, 2024			2,497
Net increase in provision for doubtful debts			131
Balance as at March 31, 2025			2,628

13 TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:

	As at		As at
	March 31,		December 31,
	2025		2024
Trade payables		3,020		3,236
Accrued liabilities		19,073		16,666
Other payables		25		44
Trade payables and other liabilities		22,118		19,946

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

LEASE LIABILITIES

The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to six (6) years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

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

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

	March 31,			December 31,
	2025			2024
Balance as at beginning of the period		3,697			3,277
Additions		—			161
Modification		(20	)		836
Accretion of interests		27			123
Payments		(344	)		(790	)
Effect of movement in exchange rates		(32	)		90
Balance as at end of period		3,328			3,697

The maturity analysis of lease liabilities are disclosed below:

	March 31, 2025
	Present value		Total
	of the minimum		minimum
		lease payments		lease payments
Within 1 year		855		891
After 1 year but within 2 years		846		909
After 2 years but within 5 years		1,583		1,697
After 5 years		44		45
		3,328		3,542
Less: Total future interest expenses				(214	)
				3,328

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

14 LEASE LIABILITIES (CONTINUED)

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

	Three Months Ended March 31,
	2025		2024
Amortization expense on right of use assets		214		226
Gain on lease modification		101		—
Interest expense on lease liabilities		27		34
Total amount recognized in the income statement		342		260

15 LOANS PAYABLE

On April 24, 2024, the Company obtained a secured promissory note in the principal amount of USD 7.0m from a member of management. The secured promissory note matures on April 24, 2025 and bears interest at an annual rate of 14%, payable quarterly.

	March 31,			December 31,
	2025			2024
Balance as at beginning of the period		6,579			—
Promissory note issued		—			6,532
Interest on promissory note		224			617
Repayment of interest of promissory note		(227	)		(454	)
Effect of foreign currency exchange rate		(254	)		(116	)
Balance as at end of period		6,322			6,579

In the three months ended March 31, 2025, interest expense of EUR 224 was recognized within net interest expense and other financing charges (three months ended March 31, 2024: nil).

Subsequent to March 31, 2025, the Company paid USD 5.0m of the principal amount while an extension of maturity date to June 6, 2025 has been agreed with respect to the remaining principal balance of USD 2.0m (see Note 22).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

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.

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

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

	Three Months Ended March 31,
	2025			2024
Salaries and subcontractors		(778	)		(557	)
Share based compensation		(624	)		(136	)
		(1,402	)		(693	)

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

Interim unaudited condensed consolidated statements of financial position

	As at			As at
	March 31,			December 31,
	2025			2024
Other liabilities		(899	)		(1,857	)
Net related party payable		(899	)		(1,857	)

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

Interim unaudited condensed consolidated statements of changes in equity

	Three Months Ended March 31,
	2025			2024
Exercise of DSUs, RSUs and FSO's
Contributed surplus		(87	)		—
Share capital		124			—
Net movement in equity		37			—

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

16 RELATED PARTY TRANSACTIONS (CONTINUED)

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

Interim unaudited condensed consolidated statements of changes in cash flow

	Three Months Ended March 31,
	2025		2024
Proceeds from exercise of options		37		—
		37		—

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
	March 31,		December 31,
	2025		2024
Trade receivables		20,942		19,558

Financial Liabilities

	Financial liabilities as subsequently
	measured at amortized cost
	March 31,		December 31,
	2025		2024
Trade payables		3,020		3,236
Accrued liabilities		19,073		16,666
Other liabilities		25		44
Loans payable		6,322		6,579
		28,440		26,525

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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

17 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Fair Value Hierarchy

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

	March 31, 2025								December 31, 2024
	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		10,815		—		—		10,815		10,467		—		—		10,467

Financial liabilities
Fair value through profit and loss:
Deferred consideration		—		1,467		—		1,467		—		1,244		—		1,244
Share appreciation rights liability		—		471		—		471		—		—		—		—

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

During the three month ended March 31, 2025, a loss of EUR 157 (three month ended March 31, 2024: loss of EUR 645), was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss on remeasurement of deferred consideration (Note 9) for financial instruments designated as FVTPL.

During the three months ended March 31, 2025, a share-based compensation charge of EUR 478 (three months ended March 31, 2024: EUR nil) relating to share appreciation rights liability has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss

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

Liquidity risk

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

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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

17 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2025:

	2025		2026		2027		2028		Thereafter		Total
Trade payables and other liabilities		22,118		—		—		—		—		22,118
Lease obligations on right of use assets		891		909		898		537		307		3,542
Loans payable		6,700		—		—		—		—		6,700
Share appreciation rights liability		1,426		1,426		1,426		—		—		4,278
Other non-current liabilities		4		3		19		23		438		487
		31,139		2,338		2,343		560		745		37,125

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 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.

Credit risk

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

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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

17 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

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

			Aging (months)
	Note		<1			1 - 3			>3			Total
Gross trade receivable		12		19,035			1,364			3,171			23,570
Expected credit loss rate				3.57	%		5.95	%		58.87	%		11.15	%
Expected credit loss provision		12		680			81			1,867			2,628

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2024:

			Aging (months)
	Note		<1			1 - 3			>3			Total
Gross trade receivable		12		18,984			660			2,411			22,055
Expected credit loss rate				2.88	%		5.75	%		79.32	%		11.32	%
Expected credit loss provision		12		547			38			1,913			2,497

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

Concentration risk

For the three months ended March 31, 2025, one customer (three months ended March 31, 2024: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 4,239 for the three months period ended March 31, 2025 (three months ended March 31, 2024: EUR 6,409).

As at March 31, 2025, one customer (December 31, 2024: one customer) constituted more than 10% to the Company’s accounts receivable. The balance owed by this customer totaled EUR 2,707 (December 31, 2024: EUR 4,247).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

SUPPLEMENTARY CASHFLOW INFORMATION

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

	Three Months Ended March 31,
Cash flows arising from movement in:	2025			2024
Trade and other receivables		(1,445	)		222
Prepaid expenses and other assets		(84	)		25
Trade payables and other liabilities		2,172			(906	)
Changes in working capital		643			(659	)

Significant non-cash transactions from financing activities are as follows:

	Three Months Ended March 31,
	2025		2024
Financing Activity
Settlement of convertible debt through share issuance		—		(1,068	)

During the three months ended March 31, 2025 and 2024, the Company incurred both cash and non-cash interest expense and other financing charges. The following table shows the split as included in the interim unaudited condensed consolidated statement of loss and comprehensive loss:

	Three Months Ended March 31, 2025									Three Months Ended March 31, 2024
	Cash			Non-cash			Total			Cash			Non-cash			Total
Interest and financing fees		(249	)		(32	)		(281	)		(71	)		—			(71	)
Foreign exchange gain (loss)		—			35			35			44			—			44
Lease interest expense		—			(27	)		(27	)		(34	)		—			(34	)
Accretion expense on deferred consideration		—			(73	)		(73	)		—			(135	)		(135	)
Accretion expense on convertible debt		—			—			—			—			(396	)		(396	)
		(249	)		(97	)		(346	)		(61	)		(531	)		(592	)

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

19 SEGMENT INFORMATION

Operating

The Company has one reportable operating segment, B2B online gaming.

Geography – Revenue

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

	Three Months Ended March 31,
	2025		2024
Netherlands		6,350		7,796
Malta		4,551		4,593
United States		3,044		1,185
Curaçao		2,587		5,243
Brazil		2,102		—
Marshall Islands		1,550		—
Belgium		1,233		1,150
Croatia		1,093		1,104
Czech Republic		875		376
Other		2,120		2,364
Revenue		25,505		23,811

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

Geography – Non-Current Assets

Non-current assets are held in the following jurisdictions:

	As at		As at
	March 31,		December 31,
	2025		2024
United States		66,205		69,201
Other		4,377		4,231
Non-current assets		70,582		73,432

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

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
	March 31,			December 31,
	2025			2024
Income taxes payable		(951	)		(463	)
Deferred income tax liabilities		(637	)		(680	)

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

	Three Months Ended March 31,
	2025			2024
Current income taxes expense		657			333
Deferred income tax recovery		(43	)		(289	)
Total income tax expense		614			44

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

	As at			As at
	March 31,			December 31,
	2025			2024
Deferred tax assets
Lease obligations on right of use assets		736			777
Non-capital losses carried forward		20			39

Deferred tax liabilities
Goodwill and intangible assets		(639	)		(681	)
Right-of-use assets		(718	)		(776	)
Property and equipment		(36	)		(39	)
Deferred income tax liabilities		(637	)		(680	)

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2025 AND MARCH 31, 2024

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

20 INCOME TAXES (CONTINUED)

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:

	Three Months Ended March 31,
	2025			2024
Consolidated loss before taxes		(2,026	)		(1,774	)
Effective tax rate		26.5	%		26.5	%
Effective income tax expense (recovery)		(537	)		(470	)
Effect of tax rate in foreign jurisdictions		296			13
Non-deductible and non-taxable items		246			179
Change in tax benefits not recognized		609			331
Adjustment of prior year tax payable		—			(9	)
Total income tax expense (recovery)		614			44

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.

SUBSEQUENT EVENTS

On April 10, 2025, the Company acquired a 20% strategic equity stake for a consideration of EUR 500 in Brazilian game developer RapidPlay Ltd and signed an exclusive content distribution partnership, which enables Bragg to offer RapidPlay's localized online casino games to Brazilian and Latin American operators through its platform.

EX-99.2 3 tm2515028d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Bragg Gaming Group Inc.

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTH PERIOD

ENDED MARCH 31, 2025

TABLE OF CONTENTS

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2025

1.	MANAGEMENT DISCUSSION & ANALYSIS	2
2.	CAUTION REGARDING FORWARD-LOOKING STATEMENTS	3
3.	LIMITATIONS OF KEY METRICS AND OTHER DATA	3
4.	OVERVIEW OF 1Q25	4
5.	FINANCIAL RESULTS	9
5.1	Basis of financial discussion	9
5.2	Selected interim information	9
5.3	Other financial information	9
5.4	Selected financial information	11
5.5	Summary of quarterly results	12
5.6	Liquidity and capital resources	12
5.7	Cash flow summary	13
6	TRANSACTIONS BETWEEN RELATED PARTIES	14
7	DISCLOSURE OF OUTSTANDING SHARE DATA	15
8	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS	15
9	CHANGES IN ACCOUNTING POLICY	15
10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING	16
11	ADDITIONAL INFORMATION	16

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

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. and its subsidiaries (“Bragg” or the “Company”), on a consolidated basis, for the three months period ended March 31, 2025 (“1Q25”). This document should be read in conjunction with the interim unaudited condensed consolidated financial statements for the three months period ended March 31, 2025 (the “Interim Financial Statements”).

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

This MD&A references non-IFRS financial measures, including those under the headings “Selected Financial Information” and “Other Financial Information” 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.

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

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 May 15, 2025, the date the board of directors of the Company (the “Board”) approved this MD&A.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

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, the impact of entering new markets on the Company’s operations, and risks associated with new or proposed gaming regulations. Each factor should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. For a detailed description of risk factors associated with the Company, please refer to the “Risk Factors” section in the Company’s current annual information form (the “AIF”), a copy of which is available electronically on the Company’s website, under the Company’s SEDAR+ profile at www.sedarplus.ca and under the Company’s EDGAR profile at www.sec.gov.

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 May 15, 2025, 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.

LIMITATIONS OF SELECTED FINANCIAL INFORMATION AND OTHER DATA

The Company’s selected financial information 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 selected financial information and related estimates may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology and access to information.

For important information on the Company’s non-IFRS measures, see the information presented in “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
March 31, 2025

OVERVIEW OF 1Q25

Bragg Gaming: Overview and Strategy

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

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

In June 2021, the Company acquired Wild Streak LLC, doing business as Wild Streak Gaming (“Wild Streak”), a leading iGaming content studio based in Las Vegas, Nevada with a portfolio of proprietary titles distributed globally, including in the 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 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, lottery and land-based casino offerings in global markets.

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

Financial performance for the three months ended March 31, 2025

The Company is pleased to report on its trading performance during the three months ended March 31, 2025. The Company has continued to deliver against its strategic objectives, achieving growth, while remaining committed to revenue diversification and geographic expansion.

The Company has only one operating segment: B2B online gaming, and as of March 31, 2025 it derived 79.5% of its revenue from its games and content services, with the remainder of its revenue coming from iGaming platform and Turnkey solutions. The Company’s customer base consists only of online gaming operators. The principal products and services provided by the Company are the licensing of its iGaming technology, games and content, and managed services. For the three months ended March 31, 2025, the majority of the Company’s operating revenue is geographically based in Europe, though this segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

Revenue

The Company’s revenue1 for the three months ended March 31, 2025 increased from the same period in the previous year by 7.1% to EUR 25.5m (1Q24: EUR 23.8M) despite a 19% decline in revenue from the Netherlands due to regulatory changes and an increase in gaming taxes from 30.5% to 34.2%.

Factoring out the Netherlands, the business grew by 27%2 mainly derived from the games and content products which amounted to EUR 20.3m (1Q24: EUR 19.4m) and accounted for 79.5% (1Q24: 81.5%) of total revenues. This performance reflects sustained demand for the Company’s unique games and content and technology proposition continues to grow. Growth in this revenue stream, particularly in the U.S. market, has been supported by continued investment and innovation in its technology, games development and product offering.

Gross Profit

Gross profit increased compared to the same period in the previous year by 20.3% to EUR 14.3m (1Q24: EUR 11.9m) with gross margins increased by 612 bps to 56.0% (1Q24: 49.9%). The gross profit margin increase is primarily the result of a rise in RGS Proprietary content, which accounted for 15.5% of total revenue in Q1 2025 (up from 9.0% in Q1 2024), driven largely by strong growth in the U.S. distribution market.

Expenses

Selling, general and administrative expenses increased from the same period in the previous year by 27.6% to EUR 15.8m (1Q24: EUR 12.4m) amounting to 62.0% of total revenue (1Q24: 52.0%).

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 EUR 1.7m to EUR 6.6m (1Q24: EUR 4.9m) mainly due to more headcount across the group and general salary increases.

(b)

Share based compensation costs increased by EUR 0.6m to EUR 0.8m (1Q24: EUR 0.2m) in connection with share appreciation rights (“SARs”) plan awarded to the executive management on 29 December 2024.

Total employee costs (including share-based compensation charge) increased by EUR 2.3m to EUR 7.4m (1Q24: EUR 5.1m).

(c)

Information technology hosting increased by EUR 0.2m to EUR 1.3m (1Q24: EUR 1.1m) as a result of security enhancements.

(d)

Professional fees increased by EUR 0.2m to EUR 1.1m (1Q24: EUR 0.9m) mainly comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs which increased in the period.

(e)

Corporate costs amounted to EUR 0.1m (1Q24: EUR 0.2m) which relates to costs of investor and public relations activities as part of the Company’s general corporate strategy.

(f)

Sales and marketing decreased by EUR 0.3m to EUR 0.3m (1Q24: EUR 0.6m) primary due to timing of expenditure.

(g)

Other operational costs amounted to EUR 0.4m (1Q24: EUR 0.5m), a slight decrease of EUR 0.1m.

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

2 27% YoY revenue growth excluding revenue derived from Bragg's customers licensed and operating in the Netherlands jurisdiction.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

Profitability

Total operating loss for the period amounted to EUR 1.7m (1Q24: operating loss of EUR 1.3m), an increase of EUR 0.4m as a result of the increase in selling, general and administrative expenses of EUR 3.4 and decrease in loss on measurement of deferred consideration of EUR 0.5m offset by the increase in gross profit of EUR 2.4m.

The Company’s Adjusted EBITDA increased from the same period in the previous year by 19.7% to EUR 4.1m (1Q24: EUR 3.4m) with Adjusted EBITDA margin increasing by 169 bps to 16.0% (1Q24: 14.3%). The increase in margin relates to the product mix shift, where proprietary revenue, the company’s most profitable product, increased by 83.1% to EUR 3.9m since the prior year. Definition of aforementioned financial metrics and a reconciliation between the current and prior year’s reported figures to Adjusted EBITDA are provided in Section 5.3.

Cash Flow

Cash flows generated from operating activities for the three months ended March 31, 2025, amounted to EUR 4.5m (1Q24: EUR 2.7m) with the underlying performance reaching EUR 4.0m (1Q24: EUR 3.6m) coupled with the positive movements in working capital and income taxes paid of EUR 0.5m (1Q24: negative EUR 0.8m).

Cash flows used in investing activities amounted to EUR 3.3m (1Q24: EUR 2.8m), an increase of EUR 0.5m. During both periods, the Company continued its investment in software development costs.

Cash flows used in financing activities amounted to an outflow of EUR 0.6m (1Q24: EUR 0.7m outflow) mainly from the repayment of lease liability of EUR 0.3m (1Q24: EUR 0.2m), and interest and financing charges of EUR 0.2m (1Q24: EUR 0.1m).

Financial Position

Cash and cash equivalents as of March 31, 2025 amounted to EUR 10.8m (December 31, 2024: EUR 10.5m), an increase of EUR 0.3m as a result of EUR 4.5m cash generated from operating activities offset by EUR 3.3m used in financing activities and EUR 0.6m used in investing activities.

Trade and other receivables as of March 31, 2025 totalled EUR 21.5m (December 31, 2024: EUR 20.1m), with the collection cycle maintaining its prior position.

Trade payables and other liabilities as of March 31, 2025, increased by EUR 2.2m to EUR 22.1m (December 31, 2024: EUR 19.9m).

Others

Financing: On April 21, 2025, the Company repaid USD 5m of its outstanding USD 7m secured promissory note and extended the maturity of the remaining USD 2m until June 6, 2025. The company is in the process of securing a new revolving credit facility from a third-party lender. This facility is expected to offer more favorable terms than the existing promissory note, including lower borrowing costs and improved drawdown flexibility.

Share Capital: As of March 31, 2025, the number of issued and outstanding shares was 25,067,982 (December 31, 2024: 25,042,982, the number of outstanding awards from equity incentive plans was 1,886,482 (December 31, 2024: 1,909,012), and the number of warrants issued upon convertible debt was 979,048 (December 31, 2024: 979,048).

Employees: As of March 31, 2025, the Company has 514 employees, contractors, and sub-contractors (March 31, 2024: 466) across Europe, North America, and India.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

Strategic Progress

Bragg continues to execute on its strategic vision of becoming a global leader in iGaming, by delivering best-in-class games and premier technology solutions that set the industry standard.

Through its suite of online casino content and technology solutions available in over 30 regulated iGaming jurisdictions globally, the Company is positioned as the go-to, Nasdaq and TSX-listed, regulated iGaming supplier to its customers.

Bragg creates and delivers online casino games, delivering cutting-edge proprietary content as well as top-tier online casino games from third-party studios

Bragg empowers online casino, sports betting and lottery operators to seamlessly launch, run, scale and optimize their apps and websites for maximum success

Bragg enhances the end user experience by leveraging advanced analytics and powerful AI to enhance player engagement, maximise revenue potential, and to drive smarter, more efficient iGaming operations

The Company’s strategic focus areas to achieve its vision, and which have been advanced during the first quarter of 2025, are:

Shifting Revenue Concentration: The Company aims to increase the percentage of revenue derived from the development and delivery of proprietary online casino content in order to provide a more margin-accretive mix and to improve profitability, resulting in a reduced reliance on revenue from aggregated, non-exclusive online casino content by year end. In the first quarter of 2025, the Company reported a 62% increase in revenue from proprietary casino content when compared to the first quarter of the previous year.

Growth in Key Markets: Content-focused products, including proprietary, exclusive and aggregated content are projected to drive significant revenue growth in North America and Brazil, which are expected to contribute up to 15% and 10% of revenue, respectively by year-end. During the first quarter of 2025, the Company successfully launched its content in the newly regulated iGaming market in Brazil, on the first day of the market opening, January 1, 2025, positioning itself as a reliable partner for licensed Brazilian operators, with a localized and in-demand online casino games portfolio. In the United States, the Company saw a 150% increase in revenue derived from its proprietary and exclusive online casino games in the first quarter of 2025 compared to the same period in the previous year, underscoring the momentum created by the Company’s investment in and commitment to developing its United States market presence in the past year.

Brazil’s Growth Potential: The Company believes that its proprietary and exclusive content and aggregation businesses are strategically positioned to capture a significant share of Brazil’s USD 1.5 billion iGaming market, projected to more than double to over USD 3.7 billion by 2030, according to H2 Gambling Capital. Post quarter end, the Company announced it had partnered with and invested in RapidPlay, a specialist Brazilian online casino content studio, to expand its exclusive, localized games portfolio for Brazil, the wider LatAm region and globally, and to further support its online casino customers in the region.

U.S. Market Penetration: The Company believes that it is strategically positioned for significant growth in the U.S. market by leveraging its proprietary and exclusive content portfolio. Through integration with top-tier operators such as DraftKings, FanDuel, Rush Street, Caesars and BetMGM, and licenses in all key iGaming states, the Company’s content is accessible to 90% of the U.S. iGaming market, which is valued at over USD 9.5 billion, according to H2 Gambling Capital. The Company further expects more states to introduce regulatory frameworks for online casino operations in the coming years, with the total addressable market at maturity projected at over USD 75 billion. The Company is well positioned to scale with the market. With technical integrations and commercial agreements already in place with the leading U.S. facing online casino operators, the projected costs and barriers for the Company to roll out in newly regulated U.S. jurisdictions are low, or negligible. As new states open up to online casino gaming, It is expected that proprietary and exclusive content growth in the U.S. will be further driven by the technology and content partnership with Caesars Entertainment Inc. announced during the first quarter of 2025. This partnership, which leverages the Company’s cutting-edge technology and innovative development strengthens the Company’s profile in a competitive and dynamic market.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

Stronger Penetration in Major European Markets: Bragg aims to expand content distribution in key Western European markets, including Italy, UK, Spain, and Sweden, by leveraging existing integrations with top operators and implementing targeted sales strategies which includes new, localized online casino content offerings.

Expand Exclusive Partnerships: The Company plans to continue to increase its roster of partner studios to enhance the release cadence of titles in North America and in Europe. During the first quarter of 2025, the Company welcomed four new partner studios to its Powered by Bragg program: Reflex Gaming (targeting U.S., LatAm & Europe), Four Leaf Gaming (targeting UK, U.S., Netherlands & Scandinavia), Boomerang (targeting U.S.) and Cherry Play (targeting the Netherlands and European markets). Post quarter end, the Company also added Brazilian studio RapidPlay to its Powered by Bragg program, further supporting its Brazilian, LatAm and global exclusive casino content portfolios.

Stability in PAM Business: The Company’s PAM business is expected to remain flat year-over-year in 2025, an overall positive, despite the anticipated contraction of the Netherlands market due to regulatory changes made in the fourth quarter of 2024. The Company notes that while overall it reported revenue growth of 7.1% in the first quarter of 2025 compared to the same period in the previous year, if the Netherlands is excluded, then revenue grew 27% during the period, demonstrating strength in the underlying business and strong growth in markets outside of the Netherlands.

Enhanced Technology Profile: The Company continues to innovate with technologies such as FUZE™, which provides bonuses, free rounds, tournaments, jackpots, recommendation engine and other engagement and promotional tools seamlessly across all iGaming, Sports betting and iLottery products, requiring no additional integration. These advanced features enhance player experience and contribute to the growth of the Company’s product portfolio revenue.

Data and AI Enhancements: By leveraging extensive gaming data, the Company generates actionable insights and employs AI-driven optimizations to elevate player experiences and enhance operator profitability, thereby accelerating profitable growth in proprietary and exclusive content verticals. Opportunities to leverage AI to reduce costs and enhance product margins are also being actively explored.

Outlook

Bragg remains focused on expanding its presence in regulated markets, enhancing its proprietary and exclusive content offerings, and leveraging its technology to drive continued growth and profitability in 2025 and beyond. The Company is actively advancing a robust pipeline of opportunities to drive strong momentum in the business. The Company anticipates double-digit growth in Revenue and Adjusted EBITDA in the full year of 2025, with revenue guidance projected at between EUR 117.5 million and EUR 123.0 million, and Adjusted EBITDA in the range of between EUR 19.0 million and EUR 21.5 million, driven by a strategic focus on proprietary and exclusive content, and continued momentum in growth markets such as the U.S. and Latam.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

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 EBITDA. When internally analyzing underlying operating performance, management excludes certain items from EBITDA (earnings before interest, tax, depreciation, and amortization).

	Three Months Ended			Three Months Ended
	March 31,			March 31,
EUR 000	2025			2024
Revenue		25,505			23,811
Net Loss		(2,640	)		(1,904	)
EBITDA		3,040			2,609
Adjusted EBITDA		4,084			3,411

Basic Loss Per Share		(0.11	)		(0.08	)
Diluted Loss Per Share		(0.11	)		(0.08	)

	As at		As at
	March 31,		December 31,
	2025		2024
Total assets		105,622		106,595
Total non-current liabilities		3,811		3,982

Dividends paid		nil		nil

As at March 31, 2025, non-current financial liabilities primarily consists of EUR 2.5m in lease obligations on right of use assets in relation to office leases (December 31, 2024: EUR 2.8m).

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

5.3

OTHER FINANCIAL INFORMATION

To supplement its Interim Financial Statements, 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.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

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

The Company defined such non-IFRS measures as follows:

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

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

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

	Three Months Ended March 31,
EUR 000	2025			2024
Net Loss		(2,640	)		(1,904	)
Income taxes expense		614			44
Loss Before Income Taxes		(2,026	)		(1,860	)
Net interest expense and other financing charges		346			592
Depreciation and amortization		4,720			3,877
EBITDA		3,040			2,609
Depreciation of right-of-use assets		(214	)		(226	)
Lease interest expense		(27	)		(34	)
Gain on lease modification		(101	)		—
Share based compensation		846			184
Exceptional costs		383			120
Loss on remeasurement of derivative liability		—			178
Gain on settlement of convertible debt		—			(65	)
Loss on remeasurement of deferred consideration		157			645
Adjusted EBITDA		4,084			3,411

Exceptional costs in the three months ended March 31, 2025 amounts to EUR 0.4m relating to legal and professional costs associated with non-recurring strategic process driven cost, corporate and regulatory matters, and expenses related to the Board’s strategic review. Exceptional costs in the three months ended March 31, 2024 include EUR 0.1m relating to legal and professional costs associated with non-recurring corporate and regulatory matters.

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

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

5.4

SELECTED FINANCIAL INFORMATION

Selected financial information is as follows:

	Three Months Ended March 31,
EUR 000	2025			2024			2023
Revenue		25,505			23,811			22,859
Operating Loss		(1,680	)		(1,268	)		520
EBITDA		3,040			2,609			3,229
Adjusted EBITDA		4,084			3,411			3,894

	As at		As at
	March 31,		December 31,
	2025		2024
Total assets		105,622		106,595
Total liabilities		35,781		33,096

TRADE AND OTHER RECEIVABLES

	As at		As at
	March 31,		December 31,
EUR 000	2025		2024
Trade receivables		20,942		19,558
Sales tax receivables		575		514
Trade and other receivables		21,517		20,072

	As at			As at
	March 31,			December 31,
EUR 000	2025			2024
Less than one month		19,035			18,984
Between two and three months		1,364			660
Greater than three months		3,171			2,411
		23,570			22,055
Provision for expected credit losses		(2,628	)		(2,497	)
Trade receivables		20,942			19,558

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

TRADE PAYABLES AND OTHER LIABILITIES

	As at		As at
	March 31,		December 31,
EUR 000	2025		2024
Trade payables		3,020		3,236
Accrued liabilities		19,073		16,666
Other liabilities		25		44
Trade payables and other liabilities		22,118		19,946

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.

	2023								2024												2025
EUR 000	2Q23		3Q23			4Q23			1Q24			2Q24			3Q24			4Q24			1Q25
Revenue		24,729		22,574			23,357			23,811			24,861			26,169			27,160			25,505
Operating income (loss)		1,271		(2,137	)		(431	)		(1,268	)		(1,215	)		(406	)		(654	)		(1,680	)
EBITDA		4,525		1,209			3,327			2,609			2,779			3,924			4,039			3,040
Adjusted EBITDA		4,742		3,814			2,786			3,411			3,615			4,083			4,682			4,084
Income (Loss) per share - Basic		0.02		(0.13	)		(0.03	)		(0.08	)		(0.10	)		(0.01	)		(0.03	)		(0.11	)
Income (Loss) per share - Diluted		0.02		(0.13	)		(0.03	)		(0.08	)		(0.10	)		(0.01	)		(0.03	)		(0.11	)

5.6

LIQUIDITY AND CAPITAL RESOURCES

The Company’s principal source of liquidity is its cash generated from operations. On April 24, 2024, the Company obtained a secured promissory note in the principal amount of USD 7m from a member of management. The secured promissory note matures on April 24, 2025 and bears interest at an annual rate of 14%, payable quarterly. The purpose of issuing the promissory note was to provide the Company with additional capital to be used for operational expenditure and for the achievement of greater financial flexibility in the coming months. 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
	March 31,			December 31,
EUR 000	2025			2024
Cash and cash equivalents		10,815			10,467
Trade and other receivables		21,517			20,072
Prepaid expenses and other assets		2,708			2,624
Current liabilities excluding loans payable and deferred consideration		(24,181	)		(21,291	)
Net working capital		10,859			11,872
Loans payable		(6,322	)		(6,579	)
Deferred consideration -current		(1,467	)		(1,244	)
Net current assets		3,070			4,049

Current deferred consideration of EUR 1.5m is related to deferred share consideration upon the acquisition of Spin on June 1, 2022 (December 31, 2024: EUR 1.2m).

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as March 31, 2025 are below:

	2025		2026		2027		2028		2029		Thereafter		Total
Trade payables and other liabilities		22,118		—		—		—		—		—		22,118
Lease obligations on right of use assets		891		909		898		537		263		44		3,542
Loans payable		6,700		-		—		—		—		—		6,700
Share appreciation rights liability		1,426		1,426		1,426		—		—		—		4,278
Other non-current liabilities		4		3		19		23		7		431		487
		31,139		2,338		2,343		560		270		475		37,125

MARKET RISK

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

FOREIGN CURRENCY EXCHANGE RISK

The Company 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:

	Three Months Ended March 31,
EUR 000	2025			2024
Operating activities		4,494			2,749
Investing activities		(3,304	)		(2,753	)
Financing activities		(556	)		(687	)
Effect of foreign exchange		(286	)		(358	)
Net cash flow		348			(1,049	)

Cash flows used in investing activities is primarily due to additions to intangible assets of EUR 2.9m (three months ended March 31, 2024: EUR 2.6m).

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

	Three Months Ended March 31,
EUR 000	2025			2024
Purchases of property and equipment		(80	)		(112	)
Additions in intangible assets		(2,874	)		(2,641	)
Loan receivables		(350	)		—
Cash flows used in investing activities		(3,304	)		(2,753	)

In the three months ended March 31, 2025, cash flows used in financing activities mainly consisted of repayment of convertible debt totaling nil (three months ended March 31, 2024: EUR 0.5m), repayment of lease liability, loan receivable, interest and financing charges totaling EUR 0.9m (three months ended March 31, 2024: EUR 0.3m).

	Three Months Ended March 31,
EUR 000	2025			2024
Proceeds from exercise of stock options		37			—
Repayment of convertible debt		—			(455	)
Repayment of lease liability		(344	)		(171	)
Interest and financing fees		(249	)		(61	)
Cash flows used in financing activities		(556	)		(687	)

Significant non-cash transactions from financing activities include settlement of convertible debt through issuance of common shares amounting to nil (three months ended March 31, 2024: EUR 1,068).

TRANSACTIONS BETWEEN RELATED PARTIES

Key Management Personnel

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

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

	Three Months Ended March 31,
	2025			2024
Salaries and subcontractors		(778	)		(557	)
Share based compensation		(624	)		(136	)
		(1,402	)		(693	)

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

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

Interim unaudited condensed consolidated statements of financial position

	As at			As at
	March 31,			December 31,
	2025			2024
Other liabilities		(899	)		(1,857	)
Net related party payable		(899	)		(1,857	)

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

Interim unaudited condensed consolidated statements of changes in equity

	Three Months Ended March 31,
	2025			2024
Exercise of DSUs, RSUs and FSO's
Contributed surplus		(87	)		—
Share capital		124			—
Net movement in equity		37			—

Interim unaudited condensed consolidated statements of changes in cash flow

	Three Months Ended March 31,
	2025		2024
Proceeds from exercise of options		37		—
		37		—

DISCLOSURE OF OUTSTANDING SHARE DATA

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

	March 31,		May 15,
	2025		2025
Common Shares		25,067,982		25,067,982
Warrants		979,048		979,048
Fixed Stock Options		1,579,816		1,579,816
Restricted Share Units		280,000		280,000
Deferred Share Units		26,666		26,666
		27,933,512		27,933,512

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2024, which are available at www.sedarplus.ca.

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.

Bragg Gaming Group Inc.
Management Discussion & Analysis
March 31, 2025

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 months period ended March 31, 2025, 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.

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
March 31, 2025

EX-99.3 4 tm2515028d1_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

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 March 31, 2025.

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.

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 Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

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, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	May 15, 2025

(signed) “Matevž Mazij”
Matevž Mazij
Chief Executive Officer

EX-99.4 5 tm2515028d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

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 March 31, 2025.

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

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Date:

May 15, 2025.

(signed) “Robbie Bressler”
Robbie Bressler
Chief Financial Officer

EX-99.5 6 tm2515028d1_ex99-5.htm EXHIBIT 99.5

Exhibit 99.5

Bragg Gaming Group Reports 7.1% First Quarter 2025 Revenue Rise to EUR 25.5 Million (USD 28.6 Million); 27%1 Revenue Growth Achieved Excluding the Netherlands

Triple-digit revenue growth in the U.S.; significant increase in profitability through improved product mix

●

27%1 Revenue Growth Excluding the Netherlands, Driven by U.S. Revenue Growth of 150%

●

Gross Profit Margin Jumps to 56.0%, Driven by Proprietary Content Growth

●

Adjusted EBITDA Rises 19.7%, Reflecting Strong Operational Leverage

●

Robust 63.5% YoY Growth in Cash from Operations, to EUR 4.5 Million (USD 5.0 Million)

●

62% YoY Proprietary Content Revenue Growth, Reaching a Record 15.5% of Total Revenue

TORONTO, MAY 15, 2025– Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) (“Bragg” or the “Company”), a leading content and technology provider to the online gaming industry, today announced its financial results for the first quarter of 2025. The Company delivered diversified revenue growth, significant margin expansion, and strong cash generation, driven by its strategic focus on proprietary content and expansion in key growth markets.

Summary of Financial and Operational Highlights

Euros (millions)(1)	1Q25			1Q24			Change
Revenue	€	25.5		€	23.8			7.1	%
Gross profit	€	14.3		€	11.9			20.3	%
Gross profit margin		56.0	%		49.9	%		612	bps
Adjusted EBITDA(2)	€	4.1		€	3.4			19.7	%
Adjusted EBITDA margin		16.0	%		14.3	%		169	bps
Operating Income (Loss)	€	(1.7	)	€	(1.3	)		32.5	%

(1)

Bragg’s reporting currency is Euros. The exchange rate provided is EUR 1.00 = USD 1.12. 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.

"We are thrilled to be reporting a strong start to 2025, showing that we are executing on our strategy and moving the metrics that we believe are most important to shareholder value," Matevž Mazij, CEO of Bragg commented: "During the quarter we continued to improve our product mix, generating a greater proportion of revenue from high-margin proprietary content. In turn, this contributed to a higher Adjusted EBITDA margin, which combined with careful cost controls demonstrate operational leverage and increased cash generation.

“As is widely reported, the Netherlands market has slowed in recent quarters due to regulatory pressures, a challenge faced by Bragg as with all operators and suppliers who serve this regulated market. I’m pleased that Bragg has shown resilience under these pressures and is reducing its exposure to the Netherlands while seeing strong growth in markets such as the United States and Brazil. Excluding the Netherlands, revenue growth year-over-year came in at a robust 27%1, driven in part by triple-digit growth in the U.S.”

1 27% YoY revenue growth excluding revenue derived from Bragg's customers licensed and operating in the Netherlands jurisdiction

Key Highlights:

●

Improved Margins and Cash generation: Adjusted EBITDA margins increased 169bps year over year; excluding non-recurring exceptional costs and FX impacts, EUR 0.9 million of free cash generated.

●

Improved Revenue Diversification: Continued decreasing reliance on the Netherlands and lower-margin BetCity, replaced by growth in margin-accretive revenue in new markets

●

US Market Growth: Bragg experienced triple-digit growth in U.S. revenue derived from its proprietary and exclusive online casino content, significantly outpacing the overall market growth; U.S. expected to contribute up to 15% of revenue this year.

●

Brazil Launch: Successfully launched content in the newly regulated Brazilian iGaming market, a key strategic territory expected to contribute up to 10% of revenue this year.

●

Strategic Partnerships: Announced a games development and remote games server technology leasing agreement with Caesars Digital, and invested in RapidPlay, a specialist Brazilian casino content studio.

●

Key milestone: first game launched , Caesars Palace Signature Multihand Blackjack Surrender, under recently announced games development and technology partnership with Caesars Digital.

●

Leadership Appointments: Appointed Holly Gagnon as Chair of the Board.

●

Debt Reduction: Repaid USD 5 million of its secured credit note and is on track to finalize a new credit facility with improved terms.

2025 Outlook

The Company anticipates double-digit growth in Revenue and Adjusted EBITDA in the full year of 2025, with revenue guidance projected at between EUR 117.5 million and EUR 123.0 million, and Adjusted EBITDA in the range of between EUR 19.0 million and EUR 21.5 million, driven by a strategic focus on proprietary and exclusive content, and continued momentum in growth markets such as the U.S. and Latam.

Investor Conference Call

The Company will host a conference call today at 8:30 a.m. Eastern, and 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 Dial-In Numbers

USA / International Toll +1 (646) 307-1963

USA - Toll-Free (800) 715-9871

Canada - Toronto (647) 932-3411

Canada - Toll-Free (800) 715-9871

Conference ID 3967732

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 May 22, 2025, following the conclusion of the live call. To access the replay, dial (800) 770-2030 or (647) 362-9199 and input Playback ID: 3967732 followed by the # key.

Cautionary Statement Regarding Forward-Looking Information

This news release contains 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 2025, expected performance of the Company’s business; expansion into new markets, our strategy for customer retention, growth, product development, and market position; 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 contained in this news release or the conference call 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 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, meeting minimum listing requirements of the stock exchanges on which the Company’s shares trade; 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 favourable 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; any disruptions to operations as a result of the strategic alternatives review process; 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.

About Bragg Gaming Group

Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is an iGaming content and turnkey technology solutions provider serving online and land-based gaming operators with its proprietary and exclusive content, and cutting-edge technology. Bragg Studios offer high-performing and passionately crafted casino game titles using the latest in data-driven insights from in-house brands including Wild Streak Gaming, Atomic Slot Lab and Indigo Magic. Its proprietary content portfolio is complemented by a cross section of exclusive titles from carefully selected studio partners under the Powered By Bragg program. Games built on Bragg’s remote games server (Bragg RGS) technology are distributed via the Bragg Hub content delivery platform and are available exclusively to Bragg customers. Bragg’s flexible, modern, omnichannel Player Account Management (PAM) platform powers multiple leading iCasino and sportsbook brands and at all points is supported by expert in-house managed, operational, and marketing services. Content delivered via the Bragg Hub either exclusively or from the Bragg aggregated games portfolio is managed from a single back-office which is supported by powerful data analytics tools, and Bragg’s award-winning Fuze™ player engagement toolset. Bragg is licensed, certified, approved and operational in many regulated iCasino markets globally, including the U.S, Canada, Brazil, United Kingdom, Italy, the Netherlands, Germany, Sweden, Spain, Malta and Colombia.

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For media enquiries or interview requests, please contact:

Robert Simmons,

Head of Communications at Bragg Gaming Group

press@bragg.group

Investors:

James Carbonara

Hayden IR

+1 (646)-755-7412

james@haydenir.com

Financial tables follow:

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

	Three Months Ended March 31,
	2025			2024
Revenue		25,505			23,811
Cost of revenue		(11,221	)		(11,934	)
Gross Profit		14,284			11,877

Selling, general and administrative expenses		(15,807	)		(12,387	)
Loss on remeasurement of derivative liability		—			(178	)
Gain on settlement of convertible debt		—			65
Loss on remeasurement of deferred consideration		(157	)		(645	)
Operating Loss		(1,680	)		(1,268	)

Net interest expense and other financing charges		(346	)		(592	)
Loss Before Income Taxes		(2,026	)		(1,860	)

Income taxes expense		(614	)		(44	)
Net Loss		(2,640	)		(1,904	)

Items to be reclassified to net loss:
Cumulative translation adjustment		(1,423	)		(383	)

Net Comprehensive Loss		(4,063	)		(2,287	)

Basic Loss Per Share		(0.11	)		(0.08	)
Diluted Loss Per Share		(0.11	)		(0.08	)

	Millions		Millions
Weighted average number of shares - basic		25.1		23.5
Weighted average number of shares - diluted		25.1		23.5

BRAGG GAMING GROUP INC.

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

	As at			As at
	March 31,			December 31,
	2025			2024
Cash and cash equivalents		10,815			10,467
Trade and other receivables		21,517			20,072
Prepaid expenses and other assets		2,708			2,624
Total Current Assets		35,040			33,163
Property and equipment		1,295			1,341
Right-of-use assets		3,247			3,510
Intangible assets		33,507			35,859
Goodwill		32,182			32,722
Other assets		351			—
Total Assets		105,622			106,595

Trade payables and other liabilities		22,118			19,946
Income taxes payable		951			463
Lease obligations on right of use assets		855			882
Deferred consideration		1,467			1,244
Share appreciation rights liability		257			—
Loans payable		6,322			6,579
Total Current Liabilities		31,970			29,114
Deferred income tax liabilities		637			680
Lease obligations on right of use assets		2,473			2,815
Share appreciation rights liability		214			—
Other non-current liabilities		487			487
Total Liabilities		35,781			33,096

Share capital		131,853			131,729
Contributed surplus		17,961			17,680
Accumulated deficit		(83,850	)		(81,210	)
Accumulated other comprehensive income		3,877			5,300
Total Equity		69,841			73,499
Total Liabilities and Equity		105,622			106,595

BRAGG GAMING GROUP INC.

UNAUDITED SELECTED FINANCIAL GAAP AND NON-GAAP MEASURES

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

	Three Months Ended March 31,
EUR 000	2025			2024
Revenue		25,505			23,811
Operating Loss		(1,680	)		(1,268	)
EBITDA		3,040			2,609
Adjusted EBITDA		4,084			3,411

BRAGG GAMING GROUP INC.

RECONCILIATION OF OPERATING LOSS TO EBITDA AND ADJUSTED EBITDA

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

	Three Months Ended March 31,
EUR 000	2025			2024
Net Loss		(2,640	)		(1,904	)
Income taxes expense		614			44
Loss Before Income Taxes		(2,026	)		(1,860	)
Net interest expense and other financing charges		346			592
Depreciation and amortization		4,720			3,877
EBITDA		3,040			2,609
Depreciation of right-of-use assets		(214	)		(226	)
Lease interest expense		(27	)		(34	)
Gain on lease modification		(101	)		—
Share based compensation		846			184
Exceptional costs		383			120
Loss on remeasurement of derivative liability		—			178
Gain on settlement of convertible debt		—			(65	)
Loss on remeasurement of deferred consideration		157			645
Adjusted EBITDA		4,084			3,411