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6-K 1 tm2523322d1_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 August, 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 and six-month periods ended June 30, 2025
99.2		Management Discussion & Analysis for the three and six-month periods ended June 30, 2025
99.3		Certification of Interim Filings by CEO dated August 14, 2025
99.4		Certification of Interim Filings by CFO dated August 14, 2025
99.5		News release, dated August 14, 2025

SIGNATURES

	BRAGG GAMING GROUP INC.

Date: August 14, 2025
	By:	(signed) Robert Bressler
	Name:	Robert Bressler
	Title:	Chief Financial Officer

EX-99.1 2 tm2523322d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

BRAGG GAMING GROUP INC.

INTERIM UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Three and six-month periods ended June 30, 2025 and June 30, 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 June 30,						Six Months Ended June 30,
	Note		2025			2024			2025			2024
Revenue		3, 19		26,079			24,861			51,584			48,672
Cost of revenue		3		(12,336	)		(12,457	)		(23,557	)		(24,391	)
Gross Profit				13,743			12,404			28,027			24,281

Selling, general and administrative expenses		3		(16,091	)		(13,702	)		(31,898	)		(26,089	)
Loss on remeasurement of derivative liability		4		—			38			—			(140	)
Gain on settlement of convertible debt		4		—			—			—			65
Gain (Loss) on remeasurement of deferred consideration		3, 9, 17		—			45			(157	)		(600	)
Operating Loss				(2,348	)		(1,215	)		(4,028	)		(2,483	)

Net interest expense and other financing charges		3, 18		(14	)		(930	)		(360	)		(1,522	)
Loss Before Income Taxes				(2,362	)		(2,145	)		(4,388	)		(4,005	)

Income taxes (expense) recovery		20		533			(255	)		(81	)		(299	)
Net Loss				(1,829	)		(2,400	)		(4,469	)		(4,304	)

Items to be reclassified to net loss:
Cumulative translation adjustment				(2,680	)		387			(4,103	)		4

Net Comprehensive Loss				(4,509	)		(2,013	)		(8,572	)		(4,300	)

Basic Loss Per Share				(0.07	)		(0.10	)		(0.18	)		(0.18	)
Diluted Loss Per Share				(0.07	)		(0.10	)		(0.18	)		(0.18	)

				Millions			Millions			Millions			Millions
Weighted average number of shares - basic				25.2			24.0			25.1			23.6
Weighted average number of shares - diluted				25.2			24.0			25.1			23.6

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
		June 30,			December 31,
	Note		2025			2024
Cash and cash equivalents			4,242			10,467
Trade and other receivables	12, 17		24,983			20,072
Prepaid expenses and other assets			4,141			2,624
Total Current Assets			33,366			33,163
Property and equipment			1,299			1,341
Right-of-use assets	10		3,152			3,510
Intangible assets	11		31,011			35,859
Goodwill	8		31,235			32,722
Investments in associates			500			—
Other assets			378			—
Total Assets			100,941			106,595

Trade payables and other liabilities	13, 17		26,639			19,946
Income taxes payable	20		445			463
Lease obligations on right of use assets	14		867			882
Deferred consideration	9		—			1,244
Share appreciation rights liability	7		525			—
Loans payable	15		1,696			6,579
Total Current Liabilities			30,172			29,114
Deferred income tax liabilities	20		594			680
Lease obligations on right of use assets	14		2,376			2,815
Share appreciation rights liability	7		437			—
Other non-current liabilities			487			487
Total Liabilities			34,066			33,096

Share capital	5		133,253			131,729
Contributed surplus			18,104			17,680
Accumulated deficit			(85,679	)		(81,210	)
Accumulated other comprehensive income			1,197			5,300
Total Equity			66,875			73,499
Total Liabilities and Equity			100,941			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	4	2,704	—		—		—		—		2,704
Shares issued as deferred consideration	9	5,630	(3,491	)	—		—		—		2,139
Exercise of restricted share units	7	1,799	—		(1,799	)	—		—		—
Exercise of deferred share units	7	764	—		(764	)	—		—		—
Exercise of stock options	7	493	—		(199	)	—		—		294
Share-based compensation	7	—	—		604		—		—		604
Net loss for the period		—	—		—		(4,304	)	—		(4,304	)
Other comprehensive income		—	—		—		—		4		4
Balance as at June 30, 2024		131,405	—		17,729		(80,367	)	2,921		71,688

Balance as at January 1, 2025		131,729	—		17,680		(81,210	)	5,300		73,499
Shares issued as deferred consideration	9	1,380	—		—		—		—		1,380
Exercise of stock options	7	144	—		(94	)	—		—		50
Share-based compensation	7	—	—		518		—		—		518
Net loss for the period		—	—		—		(4,469	)	—		(4,469	)
Other comprehensive loss		—	—		—		—		(4,103	)	(4,103	)
Balance as at June 30, 2025		133,253	—		18,104		(85,679	)	1,197		66,875

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)

			Six Months Ended June 30,
	Note		2025			2024
Operating Activities
Net loss				(4,469	)		(4,304	)
Add:
Net interest expense and other financing charges		3, 18		360			1,522
Depreciation and amortization		3		9,689			7,871
Share based compensation		7		1,585			604
Loss on remeasurement of derivative liability		4		—			140
Gain on settlement of convertible debt		4		—			(65	)
Loss on remeasurement of deferred consideration		3, 9, 17		157			600
Unrealized foreign exchange (gain) loss				(152	)		8
Income taxes expense		20		81			299
				7,251			6,675
Change in working capital		18		(35	)		(3,925	)
Income taxes paid		20		(142	)		(653	)
Cash Flows From Operating Activities				7,074			2,097

Investing Activities
Purchases of property and equipment				(219	)		(521	)
Additions of intangible assets		11		(6,407	)		(5,349	)
Loan receivables				(375	)		—
Investment in associates				(200	)		—
Cash Flows Used In Investing Activities				(7,201	)		(5,870	)

Financing Activities
Proceeds from exercise of stock options		7		50			294
Repayment of convertible debt				—			(455	)
Repayment of lease liability		14		(570	)		(350	)
Proceeds from (repayment of) loan		15		(4,410	)		6,532
Interest and financing fees				(248	)		(412	)
Cash Flows (Used In) Generated From Financing Activities				(5,178	)		5,609

Effect of foreign currency exchange rate changes on cash and cash equivalents				(920	)		218
Change In Cash And Cash Equivalents				(6,225	)		2,054
Cash and cash equivalents at beginning of period				10,467			8,796
Cash And Cash Equivalents At End Of Period				4,242			10,850

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 AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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.

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 August 13, 2025.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

The loss before income taxes is classified as follows:

			Three Months Ended June 30,						Six Months Ended June 30,
	Note		2025			2024			2025			2024
Revenue		19		26,079			24,861			51,584			48,672
Cost of revenue				(12,336	)		(12,457	)		(23,557	)		(24,391	)
Gross Profit				13,743			12,404			28,027			24,281

Salaries and subcontractors				(5,738	)		(5,333	)		(12,312	)		(10,240	)
Share based compensation		7		(739	)		(420	)		(1,585	)		(604	)
Total employee costs				(6,477	)		(5,753	)		(13,897	)		(10,844	)
Depreciation and amortization				(4,969	)		(3,994	)		(9,689	)		(7,871	)
IT and hosting				(1,372	)		(1,192	)		(2,653	)		(2,260	)
Professional fees				(1,189	)		(1,518	)		(2,275	)		(2,393	)
Corporate costs				(122	)		(101	)		(254	)		(276	)
Sales and marketing				(290	)		(533	)		(587	)		(1,092	)
Bad debt expense		12		(748	)		(121	)		(879	)		(103	)
Travel and entertainment				(433	)		(217	)		(764	)		(432	)
Other operational costs				(491	)		(273	)		(900	)		(818	)
Selling, General and Administrative Expenses				(16,091	)		(13,702	)		(31,898	)		(26,089	)

Loss on remeasurement of derivative liability		4		—			38			—			(140	)
Gain on settlement of convertible debt		4		—			—			—			65
Gain (Loss) on remeasurement of deferred consideration		9		—			45			(157	)		(600	)
Operating Loss				(2,348	)		(1,215	)		(4,028	)		(2,483	)

Interest income				5			—			9			—
Accretion on liabilities		9		(95	)		(579	)		(168	)		(1,110	)
Foreign exchange gain				283			(88	)		318			(44	)
Interest and financing fees				(207	)		(263	)		(519	)		(368	)
Net Interest Expense and Other Financing Charges				(14	)		(930	)		(360	)		(1,522	)
Loss Before Income Taxes				(2,362	)		(2,145	)		(4,388	)		(4,005	)

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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 and six months ended June 30, 2024, an accretion expense of EUR 409 and EUR 805 was recognised in net interest expense and other financing charges in respect of the Host Debt component. For the three and six months ended June 30, 2024, a gain of EUR 38 and loss of EUR 140 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 8.750, 5-day VWAP of between CAD 6.910 and 8.827, expected life of between 0.06 to 0.56 years, annual risk-free rate of between 5.17% and 5.54%

During the three and six months ended June 30, 2024, 288,067 and 504,215 shares, respectively, were issued upon exercise of convertible debt representing USD 2,500 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 and six months ended June 30, 2024, EUR 1,393 and EUR 2,314 was transferred from the host debt liability and EUR 243 and EUR 390 from derivative liability, respectively, to share capital in the interim unaudited condensed consolidated statements of changes in equity for a total of EUR 1,636 and EUR 2,704, respectively.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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 June 5, 2024	Shares issued upon exercise of convertible debt	4	504,215	2,704
June 1, 2024	Shares issued upon settlement of deferred consideration for Spin acquisition		369,516	2,139
June 2, 2024	Shares issued upon settlement of deferred consideration for Wild Streak acquisition		393,111	3,491
April 1, 2024 to June 27,2024	Issuance of share capital upon exercise of FSOs	7	108,682	493
May 1, 2024 to May 29,2024	Issuance of share capital upon exercise of DSU	7	148,900	764
May 1, 2024 to May 14,2024	Issuance of share capital upon exercise of RSU	7	418,000	1,799
June 30, 2024	Balance		24,945,976	131,405

January 1, 2025	Balance		25,042,982	131,729
February 6, 2025	Exercise of FSO	7	25,000	124
June 5, 2025	Shares issued upon settlement of deferred consideration for Spin acquisition		371,496	1,380
June 30, 2025	Exercise of FSO	7	10,000	20
June 30, 2025	Balance		25,449,478	133,253

The Company’s common shares have no par value.

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
June 30, 2024	Balance	979,048

January 1, 2025	Balance	979,048
June 30, 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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

WARRANTS (CONTINUED)

Warrants issued upon completion of Financing Arrangement

On September 5, 2022, the Company issued 979,048 warrants, each exercisable at CAD 9.28 for one common share and expiring five years from issuance. The warrants include acceleration clauses based on the Company’s share price performance, which may result in partial or full expiry if not exercised within a specified period.

As the combined fair value of the host debt liability and derivative liability exceeded the transaction price, no value was allocated to the warrants in equity.

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
Granted	-		-		-	165,000		6.69
Exercised	(148,900	)	(418,000	)	-	(108,682	)	3.97
Expired	—		—		—	(50,000	)	5.00
Forfeited / Cancelled	(49,588	)	—		—	(114,209	)	9.67
Balance as at June 30, 2024	26,666		80,000		—	1,669,547		8.56

Balance as at January 1, 2025	26,666		280,000		1,329,082	1,602,346		8.81
Granted	—		—		144,529	15,000		2.30
Exercised	—		—		—	(35,000	)	2.30
Forfeited / Cancelled	—		—		—	(5,029	)	8.30
Balance as at June 30, 2025	26,666		280,000		1,473,611	1,577,317		8.90

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

The following table summarizes information about the outstanding share options as at June 30, 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	95,825	1	2.30	95,825	2.30
5.01 - 8.62	1,139,558	4	7.72	892,277	7.82
8.63 - 15.00	432,612	6	12.09	418,321	12.21
15.01 - 33.30	1,552	2	33.30	1,552	33.30
	1,669,547	4	8.56	1,407,975	8.75

Fixed Stock Options (“FSOs”)

During the three and six months ended June 30, 2025, a share-based compensation charge of EUR 86 and EUR 184 (three and six months ended June 30, 2024: EUR 51 and EUR 149) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

During the three and six months ended June 30, 2025, 25,000 and 35,000 common shares of the Company were issued upon exercise of FSOs (three and six months ended June 30, 2024: 108,682). Upon exercise of FSOs, for the three and six months ended June 30, 2025, EUR 7 and EUR 94 (three and six months ended June 30, 2024: EUR 199) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity. Cash proceeds upon exercise of FSOs during the three and six months ended June 30, 2025, totaled EUR 13 and EUR 50 (three and six months ended June 30, 2024: EUR 294).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 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 and six months ended June 30, 2025, a share-based compensation charge of EUR nil (three and six months ended June 30, 2024: EUR 2 and EUR 5) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

During the three and six months ended June 30, 2025, no common shares were issued upon exercise of DSUs (three and six months ended June 30, 2024: 148,900). For the three and six months ended June 30, 2025, upon exercise of DSUs, EUR nil (three and six months ended June 30, 2024: EUR 764) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.

Restricted Share Units (“RSUs”)

During the three and six months ended June 30, 2025, a share-based compensation charge of EUR 64 and EUR 334 (three and six months ended June 30, 2024: EUR 367 and EUR 450) 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 management, which provided incentive compensation based on the appreciation in the value of the Company’s shares, thereby providing additional incentive for their efforts in promoting the continued growth and success of the business. The amount of the cash payment is determined based on the increase in the share price of the Company between the grant date and the time of the exercise.

The aggregate number of SAR units granted on December 29, 2024 totaled 1,329,082, with an issue price of CAD 5.00 per unit, based on the market price of the Company’s stock on the date of grant. An additional 144,529 units were granted on June 26, 2025, at an issue price of CAD 6.06 per unit, also based on the market price 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

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

SHARE BASED COMPENSATION (CONTINUED)

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

	As at		As at
	June 30,		December 31,
	2025		2024
Total carrying amount of liabilities for SARs		962		—

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.

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

	As at
	June 30,
	2025
Expected dividend yield (%)		—
Expected share price volatility (%)		70.80
Risk-free interest rate (%)		3.79
Expected life of options (years)		5.0
Share price (CAD)		5.88
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 and six months ended June 30, 2025, a share-based compensation charge of EUR 589 and EUR 1,067 (three and six months ended June 30, 2024: EUR nil) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

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	(1,487	)
As at June 30, 2025	31,235

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

GOODWILL (CONTINUED)

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.

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	168
Loss on remeasurement of deferred consideration	157
Shares issued as deferred consideration	(1,380	)
Effect of movement in exchange rates	(189	)
Balance as at June 30, 2025	—

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 and six months ended June 30, 2025, an accretion expense of EUR 95 and EUR 168 (three and six months ended June 30, 2024: EUR 170 and EUR 305) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

In the three and six months ended June 30, 2025, a loss on remeasurement of deferred consideration of EUR 157 (three months ended June 30, 2024: gain of EUR 45 and loss of EUR 600) was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.

As at June 30, 2025, the Company has EUR nil deferred consideration payable (December 31, 2024: EUR 1,244 in current liabilities), being fully settled on June 5, 2025, with the issuance of 371,496 shares.

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 AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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		78
Balance as at December 31, 2024		4,877
Additions		130
Modification		4
Disposal		(24	)
Effect of movement in exchange rates		(145	)
Balance as at June 30, 2025		4,842

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		429
Disposal		(24	)
Effect of movement in exchange rates		(82	)
Balance as at June 30, 2025		(1,690	)

Carrying Amount
Balance as at December 31, 2024		3,510
Balance as at June 30, 2025		3,152

In the three and six months ended June 30, 2025, depreciation expense of EUR 215 and EUR 429 was recognized within selling, general and administrative expenses (three and six months ended June 30, 2024: EUR 147 and EUR 373).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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	410		5,976		—		—		21		6,407
Effect of movement in exchange rates	(980	)	(487	)	(2,460	)	(98	)	(32	)	(4,057	)
Balance as at June 30, 2025	18,705		38,696		23,623		2,103		287		83,414

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	1,316		5,978		1,614		76		40		9,024
Effect of movement in exchange rates	(268	)	(372	)	(1,050	)	(108	)	(28	)	(1,826	)
Balance as at June 30, 2025	12,434		25,880		11,713		2,103		273		52,403

Carrying Amount
Balance as at December 31, 2024	7,889		12,933		14,934		66		37		35,859
Balance as at June 30, 2025	6,271		12,816		11,910		—		14		31,011

In the three and six months ended June 30, 2025, amortization expense of EUR 4,635 and EUR 9,024 was recognized within selling, general and administrative expenses (three and six months ended June 30, 2024: EUR 3,787 and EUR 7,355).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

TRADE AND OTHER RECEIVABLES

Trade and other receivables comprises:

	As at		As at
	June 30,		December 31,
	2025		2024
Trade receivables		23,929		19,558
Sales tax		1,054		514
Trade and other receivables		24,983		20,072

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

	As at			As at
	June 30,			December 31,
	2025			2024
Less than one month		23,090			18,984
Between two and three months		1,085			660
Greater than three months		3,130			2,411
		27,305			22,055
Provision for expected credit losses		(3,376	)		(2,497	)
Trade receivables		23,929			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			879
Balance as at June 30, 2025			3,376

TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:

	As at		As at
	June 30,		December 31,
	2025		2024
Trade payables		9,916		3,236
Accrued liabilities		15,974		16,666
Other payables		749		44
Trade payables and other liabilities		26,639		19,946

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	June 30,			December 31,
	2025			2024
Balance as at beginning of the period		3,697			3,277
Additions		130			161
Modification		4			836
Accretion of interests		52			123
Payments		(570	)		(790	)
Effect of movement in exchange rates		(70	)		90
Balance as at end of period		3,243			3,697

The maturity analysis of lease liabilities are disclosed below:

	June 30, 2025
	Present value		Total
	of the minimum		minimum
	lease payments		lease payments
Within 1 year		867		909
After 1 year but within 2 years		864		927
After 2 years but within 5 years		1,512		1,603
		3,243		3,439
Less: Total future interest expenses				(196	)
				3,243

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

LEASE LIABILITIES (CONTINUED)

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Amortization expense on right of use assets		215		147		429		373
Gain on lease modification		—		—		101		—
Interest expense on lease liabilities		25		26		52		60
Total amount recognized in the income statement		240		173		582		433

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 matured on April 24, 2025, with an extension agreed to September 15, 2025. It bears an interest at an annual rate of 14%, payable quarterly.

	June 30,			December 31,
	2025			2024
Balance as at beginning of the period		6,579			—
Promissory note issued		—			6,532
Interest on promissory note		328			617
Repayment of interest of promissory note		(436	)		(454	)
Repayment of promissory note		(4,410	)		—
Effect of foreign currency exchange rate		(365	)		(116	)
Balance as at end of period		1,696			6,579

In the three and six months ended June 30, 2025, interest expense of EUR 104 and EUR 328 was recognized within net interest expense and other financing charges (three and six months ended June 30, 2024: 170).

During the three months ended June 30, 2025, the Company repaid a total of USD 5.0m of the outstanding USD 7.0m secured promissory note.

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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 June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Salaries and subcontractors		(745	)		(760	)		(1,523	)		(1,317	)
Share based compensation		(427	)		(450	)		(1,051	)		(586	)
		(1,172	)		(1,210	)		(2,574	)		(1,903	)

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
	June 30,			December 31,
	2025			2024
Accrued liabilities		(626	)		(1,321	)
Net related party payable		(626	)		(1,321	)

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	Six Months Ended June 30,
	2025			2024
Exercise of DSUs, RSUs and FSO's
Contributed surplus		(87	)		(195	)
Share capital		124			465
Net movement in equity		37			270

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Proceeds from exercise of options		—		270		37		270
		—		270		37		270

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The financial instruments measured at amortized cost are summarized below:

Financial Assets

	Financial assets as subsequently
	measured at amortized cost
	June 30,		December 31,
	2025		2024
Trade receivables		23,929		19,558

Financial Liabilities

	Financial liabilities as subsequently
	measured at amortized cost
	June 30,		December 31,
	2025		2024
Trade payables		9,916		3,236
Accrued liabilities		15,974		16,666
Other liabilities		749		44
Loans payable		1,696		6,579
		28,335		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 AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 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.

	June 30, 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		4,242		—		—		4,242		10,467		—		—		10,467

Financial liabilities
Fair value through profit and loss:
Deferred consideration		—		-		—		-		—		1,244		—		1,244
Share appreciation rights liability		—		962		—		962		—		—		—		—

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

During the three and six months ended June 30, 2025, a loss of EUR 157 (three and six months ended June 30, 2024: gain of EUR 45 and loss of EUR 600), 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 and six months ended June 30, 2025, a share-based compensation charge of EUR 589 and EUR 1,067 (three and six months ended June 30, 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 AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 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 June 30, 2025:

	2025		2026		2027		2028		Thereafter		Total
Trade payables and other liabilities		26,639		—		—		—		—		26,639
Lease obligations on right of use assets		909		927		864		477		262		3,439
Loans payable		1,849		—		—		—		—		1,849
Share appreciation rights liability		1,382		1,382		1,382		—		—		4,146
Other non-current liabilities		4		3		19		23		438		487
		30,783		2,312		2,265		500		700		36,560

During the three months ended June 30, 2025, the Company repaid a total of USD 5.0m of the outstanding USD 7.0m secured promissory note.

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 AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 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 June 30, 2025:

			Aging (months)
	Note		<1		1 - 3		>3		Total
Gross trade receivable		12		23,090		1,085		3,130		27,305
Expected credit loss rate				4.08%		19.79%		70.88%		12.36%
Expected credit loss provision		12		942		215		2,219		3,376

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 and six months ended June 30, 2025, one customer (three and six months ended June 30, 2024: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 4,436 and EUR 8,675, respectively, for the three and six months ended June 30, 2025 (three and six months ended June 30, 2024: EUR 5,461 and EUR 11,870).

As at June 30, 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 2,823 (December 31, 2024: EUR 4,247).

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

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

18	SUPPLEMENTARY CASHFLOW INFORMATION

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

	Six Months Ended June 30,
Cash flows arising from movement in:	2025			2024
Trade and other receivables		(4,911	)		(638	)
Prepaid expenses and other assets		(1,517	)		(1,096	)
Trade payables and other liabilities		6,393			(2,191	)
Changes in working capital		(35	)		(3,925	)

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

	Six Months Ended June 30,
	2025			2024
Investing Activity
Settlement of deferred consideration for Spin through share issuance		(1,380	)		(2,139	)

Financing Activity
Settlement of convertible debt through share issuance		—			(2,704	)

During the six months ended June 30, 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:

	Six Months Ended June 30, 2025									Six Months Ended June 30, 2024
	Cash			Non-cash			Total			Cash			Non-cash			Total
Interest and financing fees		(248	)		(210	)		(458	)		(308	)		—			(308	)
Foreign exchange gain (loss)		—			318			318			(44	)		—			(44	)
Lease interest expense		—			(52	)		(52	)		(60	)		—			(60	)
Accretion expense on deferred consideration		—			(168	)		(168	)		—			(305	)		(305	)
Accretion expense on convertible debt		—			—			—			—			(805	)		(805	)
		(248	)		(112	)		(360	)		(412	)		(1,110	)		(1,522	)

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Malta		6,037		6,054		10,588		10,647
Netherlands		3,935		6,774		10,285		14,570
United States		1,793		1,094		4,836		2,279
Brazil		2,612		—		4,714		—
Curaçao		1,819		5,372		4,406		10,615
Marshall Islands		2,200		—		3,750		—
Belgium		1,259		1,160		2,492		2,310
Croatia		1,053		1,026		2,146		2,130
Czech Republic		926		303		1,801		679
Isle of Man		1,202		492		1,373		565
Other		3,243		2,586		5,193		4,877
Revenue		26,079		24,861		51,584		48,672

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
	June 30,		December 31,
	2025		2024
United States		62,679		69,201
Other		4,896		4,231
Non-current assets		67,575		73,432

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 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
	June 30,			December 31,
	2025			2024
Income taxes payable		(445	)		(463	)
Deferred income tax liabilities		(594	)		(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 June 30,					Six Months Ended June 30,
	2025			2024		2025			2024
Current income taxes expense (recovery)		(490	)		120		167			453
Deferred income taxes expense (recovery)		(43	)		135		(86	)		(154	)
Total income taxes expense (recovery)		(533	)		255		81			299

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

	As at			As at
	June 30,			December 31,
	2025			2024
Deferred tax assets
Lease obligations on right of use assets		717			777
Non-capital losses carried forward		13			39

Deferred tax liabilities
Goodwill and intangible assets		(595	)		(681	)
Right-of-use assets		(697	)		(776	)
Property and equipment		(32	)		(39	)
Deferred income tax liabilities		(594	)		(680	)

BRAGG GAMING GROUP INC.

NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	Six Months Ended June 30,
	2025			2024
Consolidated loss before income taxes		(4,388	)		(4,005	)
Effective tax rate		26.5	%		26.5	%
Effective income taxes recovery		(1,163	)		(1,061	)
Effect of tax rate in foreign jurisdictions		610			8
Non-deductible and non-taxable items		441			400
Change in tax benefits not recognized		451			952
Adjustment of prior year tax payable		(258	)		—
Total income taxes expense		81			299

21	CONTINGENT LIABILITIES

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

EX-99.2 3 tm2523322d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Bragg Gaming Group Inc.

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

ENDED JUNE 30, 2025

TABLE OF CONTENTS

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE AND SIX-MONTH PERIOD ENDED JUNE 30, 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 2Q25	4
5.	FINANCIAL RESULTS	10
5.1	Basis of financial discussion	10
5.2	Selected interim information	11
5.3	Other financial information	11
5.4	Selected financial information	13
5.5	Summary of quarterly results	14
5.6	Liquidity and capital resources	14
5.7	Cash flow summary	15
6	TRANSACTIONS BETWEEN RELATED PARTIES	16
7	DISCLOSURE OF OUTSTANDING SHARE DATA	17
8	CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS	17
9	CHANGES IN ACCOUNTING POLICY	17
10	MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING	17
11	ADDITIONAL INFORMATION	18

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 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 and six months period ended June 30, 2025 (“2Q25”). This document should be read in conjunction with the interim unaudited condensed consolidated financial statements for the three and six months period ended June 30, 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.

Unless otherwise stated, in preparing this MD&A the Company has considered information available to it up to August 14, 2025, the date the board of directors of the Company (the “Board”) approved this MD&A.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 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 August 14, 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

June 30, 2025

OVERVIEW OF 2Q25

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 U.S. and Europe.

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

In September 2022, the Company consolidated its group of companies including Oryx, Wild Streak and Spin under the single brand name, Bragg 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 in the second quarter of 2025

The Company is pleased to report on its trading performance during the three months ended June 30, 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 June 30, 2025 it derived 86.1% 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 June 30, 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

June 30, 2025

Revenue

The Company’s revenue1 for the three-month period ended June 30, 2025 increased from the same period in the previous year by 4.9% to EUR 26.1m (2Q24: EUR 24.9m) despite a 17% 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 21%2 mainly derived from the games and content products. Total games and content products revenue amounted to EUR 22.5m (2Q24: EUR 19.9m) and accounted for 86.1% (2Q24: 80.1%) 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 10.8% to EUR 13.7m (2Q24: EUR 12.4m) with gross margin increasing by 280 bps to 52.7% (2Q24: 49.9%). The gross profit margin increase is primarily the result of a rise in RGS Proprietary content, which accounted for 14.8% of total revenue in 2Q25 (up from 10.8% in 2Q24), 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 17.4% to EUR 16.1m (2Q24: EUR 13.7m) amounting to 61.7% of total revenue (2Q24: 55.1%).

Main changes in the quarter were driven by the following:

(a)

Salaries and subcontractors increased by EUR 0.4m to EUR 5.7m (2Q24: EUR 5.3m) mainly due to increased headcount across the group and general salary increases.

(b)

Share based compensation costs increased by EUR 0.3m to EUR 0.7m (2Q24: EUR 0.4m) 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 0.7m to EUR 6.5m (2Q24: EUR 5.8m).

(c)

Information technology hosting increased by EUR 0.2m to EUR 1.4m (2Q24: EUR 1.2m) as a result of hosting and security enhancements.

(d)

Professional fees decreased by EUR 0.3m to EUR 1.2m (2Q24: EUR 1.5m) mainly comprised of audit and tax advisory, legal, recruitment, regulatory and licensing costs, which were higher in the prior period due to non-recurring expenses related to the Board’s strategic review.

(e)

Corporate costs remained at EUR 0.1m (2Q24: EUR 0.1m) which relates to costs of investor and public relations activities as part of the Company’s general corporate strategy.

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

2 16% YoY revenue growth excluding revenue derived from Bragg's customers licensed and operating in the Netherlands jurisdiction.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

(f)

Sales and marketing decreased by EUR 0.2m to EUR 0.3m (2Q24: EUR 0.5m) primarily due to timing of expenditure.

(g)

Other operational costs increased to EUR 0.5m (2Q24: EUR 0.3m) primarily due to timing of expenditure.

Profitability

Total operating loss for the three-month period amounted to EUR 2.3m (2Q24: operating loss of EUR 1.2m), an increase of EUR 1.1m as a result of the increase in selling, general and administrative expenses of EUR 2.4m, offset by the increase in gross profit of EUR 1.3m.

The Company’s Adjusted EBITDA decreased from the same period in the previous year by 4.3% to EUR 3.5m (2Q24: EUR 3.6m) with Adjusted EBITDA margin decreasing by 128 bps to 13.3% (2Q24: 14.5%). The decrease relates to additional costs as noted above, while revenue remained relatively flat. 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.

Profitability is expected to improve following a strategic realignment, with a focus on integration and optimization. Key areas were identified and addressed to streamline the cost structure and capture synergies from previous acquisitions. These efforts will unlock improved margins and drive efficiency, focus, and long-term scalability.

Cash Flow

Cash flows generated from operating activities for the three months ended June 30, 2025, amounted to an inflow of EUR 2.6m (2Q24: EUR 0.7m outflow) with the underlying performance reaching EUR 3.2m (2Q24: EUR 3.1m) coupled with negative movement in working capital of EUR 0.6m (2Q24: negative EUR 3.8m).

Cash flows used in investing activities amounted to EUR 3.9m (2Q24: EUR 3.1m), an increase of EUR 3.5m primarily driven by increased investment in software development costs.

Cash flows used in financing activities amounted to an outflow of EUR 4.6m (2Q24: EUR 6.3m inflow) mainly from the repayment of loan of EUR 4.4m (2Q24: proceeds from loan of EUR 6.5m), repayment of lease liability of EUR 0.2m (2Q24: EUR 0.2m).

Financial performance in the first half of 2025

Revenues

The Company’s revenue for the six months ended June 30, 2025 increased from the same period in the previous year by 6.0% to EUR 51.6m (six months ended June 30, 2024: EUR 48.7m). The Company’s positive year-over-year revenue growth was derived mainly from the onboarding of new customers in various jurisdictions, development work with our partners and a strong revenue performance from its proprietary casino games studio and existing U.S. customer base.

Gross Profit

Gross profit for the six months ended June 30, 2025 increased from the same period in the previous year by 15.4% to EUR 28.0m (six months ended June 30, 2024: EUR 24.3m) with gross margins also increasing by 445 bps to 54.3% (six months ended June 30, 2024: 49.9%). The gross profit and gross profit margin increases are mainly as a result of the shift in the product mix towards proprietary products.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

Expenses

Selling, general and administrative expenses amounted to EUR 31.9m, an increase of EUR 5.8m from the same period in the previous year (six months ended June 30, 2024: EUR 26.1m). Expenses were mainly driven by an increase of EUR 2.1m in salaries and subcontractors due to higher headcount, a change in the mix of operating geographies and general pay raises; EUR 1.0m in share-based compensation due to introduction of SARs; EUR 1.8m in depreciation and amortization due to continuous investment in software development costs; and EUR 0.9m in bad debt provision expense.

Profitability

Adjusted EBITDA amounted to EUR 7.5m (six months ended June 30, 2024: EUR 7.0m), with margins increasing by 19 bps to 14.6% (six months ended June 30, 2024: 14.5%). Operating loss amounted to EUR 4.0m (six months ended June 30, 2024: loss of EUR 2.5m), an increase in loss of EUR 1.5m as a result of increase in total employee costs and amortization and depreciation as discussed in previous section, partially offset by increase in gross profit as a result of the shift in the product mix towards proprietary products.

Cash Flow

Cash flows generated from operating activities for the six-month period ended June 30, 2025 amounted to EUR 7.1m (six months ended June 30, 2024: EUR 2.1m) with the underlying performance remaining at EUR 7.3m (six months ended June 30, 2024: EUR 6.7m) coupled with a net negative movement in working capital and income taxes paid of EUR 0.2m (six months ended June 30, 2024: net negative EUR 4.6m).

Cash flows used in investing activities amounted to EUR 7.2m (six months ended June 30, 2024: EUR 5.9m), an increase of EUR 1.3m primarily driven by increased investment in software development costs.

Cash flows generated from financing activities amounted to an outflow of EUR 5.2m (six months ended June 30, 2024: EUR 5.6m inflow) mainly from the repayment of loan of EUR 4.4m (six months ended June 30, 2024: proceeds from loan of EUR 6.5m).

Financial Position

Cash and cash equivalents as of June 30, 2025 amounted to EUR 4.2m (December 31, 2024: EUR 10.5m), an decrease of EUR 6.3m as a result of EUR 7.1m cash generated from operating activities offset by EUR 7.2m used in investing activities, EUR 5.2m used in financing activities and EUR 0.9m of foreign exchange impact.

Trade and other receivables as of June 30, 2025 totalled EUR 25.0m (December 31, 2024: EUR 20.1m), with an increase in accrued income of EUR 4.4m due to timing of billing, whilst the collection cycle maintained its prior position.

Trade payables and other liabilities as of June 30, 2025, increased by EUR 6.7m to EUR 26.6m (December 31, 2024: EUR 19.9m), primarily driven by timing of payments.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

Others

Financing: During the three months ended June 30, 2025, the Company repaid a total of USD 5.0m of the outstanding USD 7.0m secured promissory note. Subsequent to the reporting period, the promissory note maturity has been extended to September 15, 2025, with an option for a further one-month extension if required. The Company is also in the advanced stages of securing a new working capital revolving debt facility from a Tier 1 Canadian financial institution. Although the process has taken longer than initially anticipated, the facility is expected to be finalized during the third quarter of 2025.

Share Capital: As of June 30, 2025, the number of issued and outstanding shares was 25,449,478 (December 31, 2024: 25,042,982), the number of outstanding awards from equity incentive plans was 1,883,983 (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 June 30, 2025, the Company has 540 employees, contractors, and sub-contractors (June 30, 2024: 466) across Europe, North America, and India.

Strategic Progress

Bragg has continued to deliver on its strategy of becoming a global leader in iGaming through the provision of best-in-class games and cutting-edge technology solutions which meet and exceed the industry standard.

Drawing on a suite of online casino content and technology solutions which are available in over 30 regulated iGaming jurisdictions globally, Bragg has positioned itself as the go-to Nasdaq and TSX-listed, regulated iGaming supplier to its customers.

The Company ideates and delivers online casino games, including cutting-edge proprietary content as well as top-tier online casino games from third-party studios. Bragg also enables online casino, sports betting and lottery operators to launch, run, scale and optimize their apps and websites for maximum success.

Bragg grows the end user experience through the leveraging of 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 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 second quarter of 2025, the Company reported a 44% increase in revenue from proprietary casino content when compared to the second 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.

Brazil’s Growth: Bragg launched in the regulated Brazil iGaming market on the day of market opening, January 1, 2025. In the second quarter of 2025, the Company saw 56% proforma revenue growth in the market, when compared to the same period in the previous year when the Company was a supplier to certain operators in the pre-regulated market. The Company believes that its proprietary and exclusive content and aggregation businesses are strategically positioned to capture a significant share of Brazil’s USD 3.9 billion iGaming market, projected to surge to USD 6.1 billion by 2030, according to H2 Gambling Capital. Early in the second quarter of 2025, 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.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

U.S. Market Penetration: U.S. revenue grew 64% in the second quarter of 2025 compared to the same period in the previous year. 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 over 90% of the U.S. iGaming market, which is valued at over USD 10 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. Capitalizing on the potential for further states to open up to online casino gaming, the Company built on its previously announced technology partnership with Caesars Entertainment. During the second quarter of 2025, the Company agreed a content development partnership with tier one operator Hard Rock Digital to develop a series of exclusive online casino games titles for its top-rated Hard Rock Bet Casino. Post quarter end, the Company launched its newest online casino content and RGS technology with Fanatics Betting & Gaming across New Jersey, Michigan and Pennsylvania.

Stronger Penetration in Major European Markets: Bragg aims to expand content distribution in key Western European markets, including Italy, the U.K., 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. In the second quarter of 2025, the Company added Brazilian iGaming development studio RapidPlay to its Powered by Bragg program, with the aim of supporting its Brazilian, LatAm and global exclusive casino content portfolios.

Leverage PAM Business to Develop Long-term Partnerships: While regulatory headwinds including increased taxation in the Netherlands, the Company’s largest PAM market, mean that overall, the Company expects PAM revenue as a proportion of total revenue to decline in the full year of 2025 compared to the previous year, the Company remains a leading PAM provider in the Netherlands. The long-term relationships with operators utilizing the Company’s PAM offer opportunities to cross sell and upsell the Company’s other products, including Bragg HUB product delivery and casino content aggregation, Fuze™ player engagement and high-margin proprietary casino content. The Company notes that while overall it reported revenue growth of 1.9% in the second quarter of 2025 compared to the same period in the previous year, if the Netherlands is excluded, then revenue grew 16% 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. During the second quarter of 2025, the company increased its FUZE ™ toolset with the addition of Big Ticket Bonanza, a new way to engage with players through multiple targeted and bespoke campaigns.

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. Post quarter end, the Company announced the appointment of Luka Pataky as Executive Vice President for AI and Innovation, an appointment which will include the creation of a 360° AI strategy encompassing all parts of the business.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

Personnel changes: During the second quarter of 2025, the Company made three key personnel changes. The first of which was the appointment of Holly Gagnon to the position of Chair of the Board of Directors, replacing the previous Chair of the Board and the Company’s Chief Executive Officer, Matevž Mazij, who continues to serve as Chief Executive Officer and as a Board member. The second appointment was that of Scott Milford, appointed during 2Q 2025 as Executive Vice President, Group Content. The third appointment was that of Luka Pataky joining the Company as Executive Vice President of Artificial Intelligence and Innovation.

Outlook

Previously, the Company anticipated double-digit growth in revenue and Adjusted EBITDA for the full year of 2025 which was driven by a strategic focus on expanding in regulated markets, growing proprietary and exclusive content portfolio, and continuing momentum in growth markets such as the U.S. and LatAm.

While Company strategy remains the same, full year 2025 guidance has been revised to reflect higher gaming taxes and market softness in the Netherlands and Brazil, as well as broader market conditions impacting key regulated markets. The Company now anticipates full year 2025 revenue between EUR 106.0m and EUR 108.5m and Adjusted EBITDA of EUR 16.5m to EUR 18.5m.

This change reflects a deliberate shift toward higher-quality earnings. The Company is prioritizing margin and cash generation over lower-margin revenue, and synergies realized post-quarter end to become a leaner operation put the Company on track to move Adjusted EBITDA margins closer to 20% in the second half of the year. The Company remains focused on growing the business in a sustainable and margin-accretive manner, with strong momentum in the proprietary content and technology pipeline positioning Bragg for long-term profitable growth.

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.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

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			Six Months Ended			Six Months Ended
	June 30,			June 30,			June 30,			June 30,
EUR 000	2025			2024			2025			2024
Revenue		26,079			24,861			51,584			48,672
Net Loss		(1,829	)		(2,400	)		(4,469	)		(4,304	)
EBITDA		2,621			2,779			5,661			5,388
Adjusted EBITDA		3,459			3,615			7,543			7,026

Basic Loss Per Share		(0.07	)		(0.10	)		(0.18	)		(0.18	)
Diluted Loss Per Share		(0.07	)		(0.10	)		(0.18	)		(0.18	)

	As at		As at
	June 30,		December 31,
	2025		2024
Total assets		100,941		106,595
Total non-current liabilities		3,894		3,982

Dividends paid		nil		nil

As at June 30, 2025, non-current financial liabilities primarily consists of EUR 2.4m 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.

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.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

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.

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

	Three Months Ended June 30,						Six Months Ended June 30,
EUR 000	2025			2024			2025			2024
Net Loss		(1,829	)		(2,400	)		(4,469	)		(4,304	)
Income taxes (expense) recovery		(533	)		255			81			299
Loss Before Income Taxes		(2,362	)		(2,145	)		(4,388	)		(4,005	)
Net interest expense and other financing charges		14			930			360			1,522
Depreciation and amortization		4,969			3,994			9,689			7,871
EBITDA		2,621			2,779			5,661			5,388
Depreciation of right-of-use assets		(215	)		(147	)		(429	)		(373	)
Lease interest expense		(25	)		(26	)		(52	)		(60	)
Gain on lease modification								(101	)		—
Share based compensation		739			420			1,585			604
Exceptional costs		339			672			722			792
(Gain) Loss on remeasurement of derivative liability		—			(38	)		—			140
Gain on settlement of convertible debt		—			—			—			(65	)
(Gain) Loss on remeasurement of deferred consideration		—			(45	)		157			600
Adjusted EBITDA		3,459			3,615			7,543			7,026

Exceptional costs in the three and six months ended June 30, 2025 amount to EUR 0.3m and EUR 0.7m relating to legal and professional costs associated with non-recurring corporate and regulatory matters, and employee retention incentives. Exceptional costs in the three and six months ended June 30, 2024 amount to EUR 0.7m and EUR 0.8m relating to legal and professional costs associated with non-recurring corporate and regulatory matters, and expenses related to the Board’s strategic review.

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, which was fully settled on June 05, 2025, with the issuance of 371,496 shares.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

5.4

SELECTED FINANCIAL INFORMATION

Selected financial information is as follows:

	Three Months Ended June 30,								Six Months Ended June 30,
EUR 000	2025			2024			2023		2025			2024			2023
Revenue		26,079			24,861			24,729		51,584			48,672			47,588
Operating Loss		(2,348	)		(1,215	)		1,271		(4,028	)		(2,483	)		1,791
EBITDA		2,621			2,779			4,525		5,661			5,388			7,754
Adjusted EBITDA		3,459			3,615			4,742		7,543			7,026			8,636

	As at		As at
	June 30,		December 31,
	2025		2024
Total assets		100,941		106,595
Total liabilities		34,066		33,096

TRADE AND OTHER RECEIVABLES

	As at		As at
	June 30,		December 31,
EUR 000	2025		2024
Trade receivables		23,929		19,558
Sales tax receivables		1,054		514
Trade and other receivables		24,983		20,072

	As at			As at
	June 30,			December 31,
EUR 000	2025			2024
Less than one month		23,090			18,984
Between two and three months		1,085			660
Greater than three months		3,130			2,411
		27,305			22,055
Provision for expected credit losses		(3,376	)		(2,497	)
Trade receivables		23,929			19,558

TRADE PAYABLES AND OTHER LIABILITIES

	As at		As at
	June 30,		December 31,
EUR 000	2025		2024
Trade payables		9,916		3,236
Accrued liabilities		15,974		16,666
Other liabilities		749		44
Trade payables and other liabilities		26,639		19,946

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

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		3Q23		4Q23			1Q24		2Q24		3Q24		4Q24			1Q25		2Q25
Revenue		22,574		23,357			23,811		24,861		26,169		27,160			25,505		26,079
Operating income (loss)		(2,137	)	(431	)		(1,268	)	(1,215	)	(406	)	(654	)		(1,680	)	(2,348	)
EBITDA		1,209		3,327			2,609		2,779		3,924		4,039			3,040		2,621
Adjusted EBITDA		3,814		2,786			3,411		3,615		4,083		4,682			4,084		3,459
Loss per share - Basic		(0.13	)	(0.03	)		(0.08	)	(0.10	)	(0.01	)	(0.03	)		(0.11	)	(0.07	)
Loss per share - Diluted		(0.13	)	(0.03	)		(0.08	)	(0.10	)	(0.01	)	(0.03	)		(0.11	)	(0.07	)

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 7.0m from a member of management. The secured promissory note matured on April 24, 2025, with an extension agreed to September 15, 2025. It bears an interest at an annual rate of 14%, payable quarterly. During the three months ended June 30, 2025, the Company repaid a total of USD 5.0m of the outstanding USD 7.0m secured promissory note. The purpose of this debt financing facility has been to provide the Company with additional capital to be used for operational expenditure and for the achievement of greater financial flexibility. The Company calculates its working capital requirements from continuing operations as follows:

	As at			As at
	June 30,			December 31,
EUR 000	2025			2024
Cash and cash equivalents		4,242			10,467
Trade and other receivables		24,983			20,072
Prepaid expenses and other assets		4,141			2,624
Current liabilities excluding loans payable and deferred consideration		(28,476	)		(21,291	)
Net working capital		4,890			11,872
Loans payable		(1,696	)		(6,579	)
Deferred consideration -current		—			(1,244	)
Net current assets		3,194			4,049

On June 30, 2025, deferred consideration is EUR nil (December 31, 2024: EUR 1.2m), following the settlement of the third anniversary payment related to the acquisition of Spin during the second quarter of 2025.

The undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as of June 30, 2025 are below:

	2025		2026		2027		2028		2029		Thereafter		Total
Trade payables and other liabilities		26,639		—		—		—		—		—		26,639
Lease obligations on right of use assets		909		927		864		477		262		—		3,439
Loans payable		1,849		—		—		—		—		—		1,849
Share appreciation rights liability		1,382		1,382		1,382		—		—		—		4,146
Other non-current liabilities		4		3		19		23		7		431		487
		30,783		2,312		2,265		500		269		431		36,560

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

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:

	Six Months Ended June 30,
EUR 000	2025			2024
Operating activities		7,074			2,097
Investing activities		(7,201	)		(5,870	)
Financing activities		(5,178	)		5,609
Effect of foreign exchange		(920	)		218
Net cash flow		(6,225	)		2,054

Cash flows used in investing activities is primarily due to additions to intangible assets of EUR 6.5m (six months ended June 30, 2024: EUR 5.3m).

	Six Months Ended June 30,
EUR 000	2025			2024
Purchases of property and equipment		(219	)		(521	)
Additions in intangible assets		(6,407	)		(5,349	)
Loan receivables		(375	)		—
Investment in associates		(200	)		—
Cash flows used in investing activities		(7,201	)		(5,870	)

In the six months ended June 30, 2025, cash flows used in financing activities mainly consisted of repayment of loan EUR 4.4m (six months ended June 30, 2024: proceeds from loan EUR 6.5m), repayment of convertible debt totaling EUR nil (six months ended June 30, 2024: EUR 0.5m), proceeds from exercise of stock options, repayment of lease liability, and interest and financing charges totaling net of EUR 0.8m (six months ended June 30, 2024: EUR 0.4m).

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

	Six Months Ended June 30,
EUR 000	2025			2024
Proceeds from exercise of stock options		50			294
Repayment of convertible debt		—			(455	)
Repayment of lease liability		(570	)		(350	)
Proceeds from (repayment of) loans		(4,410	)		6,532
Interest and financing fees		(248	)		(412	)
Cash flows used in financing activities		(5,178	)		5,609

Significant non-cash transactions from financing activities include settlement of convertible debt through issuance of common shares amounting to nil (six months ended June 30, 2024: EUR 2,704).

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 June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Salaries and subcontractors		(745	)		(760	)		(1,523	)		(1,317	)
Share based compensation		(427	)		(450	)		(1,051	)		(586	)
		(1,172	)		(1,210	)		(2,574	)		(1,903	)

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
	June 30,			December 31,
	2025			2024
Accrued liabilities		(626	)		(1,321	)
Net related party payable		(626	)		(1,321	)

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

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	Six Months Ended June 30,
	2025			2024
Exercise of DSUs, RSUs and FSO's
Contributed surplus		(87	)		(195	)
Share capital		124			465
Net movement in equity		37			270

Interim unaudited condensed consolidated statements of changes in cash flow	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Proceeds from exercise of options		—		270		37		270
		—		270		37		270

DISCLOSURE OF OUTSTANDING SHARE DATA

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

	June 30,		August 14,
	2025		2025
Common Shares		25,449,478		25,449,478
Warrants		979,048		979,048
Fixed Stock Options		1,577,317		1,577,317
Restricted Share Units		280,000		280,000
Deferred Share Units		26,666		26,666
		28,312,509		28,312,509

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.

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.

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

There have been no material changes in the Company’s internal control over financial reporting during the three and six months ended June 30, 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.

11 ADDITIONAL INFORMATION

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

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

Bragg Gaming Group Inc.

Management Discussion & Analysis

June 30, 2025

EX-99.3 4 tm2523322d1_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 June 30, 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 April 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2025

(signed) Matevž Mazij
Matevž Mazij
Chief Executive Officer

EX-99.4 5 tm2523322d1_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

Robert 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 June 30, 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:

August 14, 2025.

(signed) Robert Bressler
Robert Bressler
Chief Financial Officer

EX-99.5 6 tm2523322d1_ex99-5.htm EXHIBIT 99.5

Exhibit 99.5

Bragg Gaming Group Reports Second Quarter 2025 Revenue Increase 4.9% over the Second Quarter of 2024 to EUR 26.1M; 21% year-over-year1 revenue growth excluding The Netherlands, Proprietary Content Revenue up 44% year over year

Cash Flow, Integration and Margin Focus Drives Business Transformation

Toronto, August 14, 2025 -(BUSINESS WIRE)-- 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 second quarter of 2025.

Summary of 2Q25 Financial and Operational Highlights

Euros (millions)(1)	2Q25			2Q24			Change
Revenue	€	26.1		€	24.9		4.9	%
Gross profit	€	13.7		€	12.4		10.8	%
Gross profit margin		52.7	%		49.9	%	280	bps
Adjusted EBITDA(2)	€	3.5		€	3.6		(4.3	)%
Adjusted EBITDA Margin(2)		13.3	%		14.5	%	(128	)bps
Operating loss	€	(2.3	)	€	(1.2	)	93.3	%

(1)

Bragg’s reporting currency is Euros. The exchange rate provided is EUR 1.00 = USD 1.17. Due to fluctuating currency exchange rates, this reference rate is provided for convenience only.

(2)

“Adjusted EBITDA” and “Adjusted EBITDA Margin” are non-IFRS measures. For important information on the Company’s non-IFRS measures, see “Non-IFRS Financial Measures” below.

Chief Executive Officer Commentary

Matevž Mazij, Chief Executive Officer for Bragg, commented: “In our 2024 strategic review, we identified cash flow, integration and margin as key priorities and value drivers for Bragg Gaming Group. In Q2 we began to focus on integration and optimization. We identified and actioned key areas where we have now optimized our cost structure and have implemented strategies to leverage synergies from acquisitions such as Spin Games and Wild Streak Gaming.

Specifically, we have realized EUR 2 Million in annualized synergies from the business, unlocking improved margins for the second half of 2025. Our leadership conducted a comprehensive review of the business to ensure cash flow and margin remain central to all decisions, supported by Bragg’s strong underlying cash generation and margin profile.

While our top-line growth may appear modest, I want to be clear about our strategic focus. With increasing gaming taxes being implemented in key markets like Brazil, The Netherlands, and Romania, we’re prioritizing improved margin and cash flow performance over aggressive revenue expansion. That said, we believe that there are substantial, highly accretive growth opportunities ahead for this business. We intend to pursue these opportunities methodically, with a focus on both margins and cash flow.

1 Compared to the second quarter of 2024.

In terms of content and markets, proprietary content is growing in the U.S. and LatAm. While market conditions in The Netherlands remain challenging with the igaming market gross gaming revenue down 25% this year, Bragg is still outperforming the market, despite these factors coming into play.

With this focus on margin and cash flow we have also revised our revenue expectations for the year, while forecasting an improved Adjusted EBITDA Margin for the second half of 2025. We are prioritizing high margin opportunities versus low margin revenue.

We’ve also enhanced our leadership team with two transformational key hires, firstly adding Luka Pataky as our new EVP of AI and Innovation. Luka’s appointment comes as we launch an initiative to drive an all encompassing AI-first cultural and technology based change at Bragg.

In addition, experienced iGaming industry executive Scott Milford also joins us as our EVP of Group Content, and will propel the next phase in the growth of our online casino content.

In summary, we are focused on driving cash flow, integration, and margin, and positioning Bragg for sustainable, profitable growth. The actions taken in Q2 position us to achieve a 20% Adjusted EBITDA Margin target in the second half of 2025.”

Key Highlights:

●

Strategic Market Expansion: Launched content with Fanatics Casino across Tri-State area, significantly expanding U.S. content footprint.

●

U.S. Growth Acceleration: Signed exclusive content development agreement with Hard Rock Digital; builds on momentum in U.S. market with increasing share of proprietary content revenue.

●

Brazil Market Focus: Strengthened position in newly regulated Brazilian iGaming market through strategic partnership and investment in local studio RapidPlay.

●

Innovation and Product Development: Launched Big Ticket Bonanza, a gamification tool to drive player engagement.

●

Leadership Strengthening: Appointed Scott Milford as EVP, Group Content, and Luka Pataky as EVP, AI and Innovation, enhancing leadership across AI, content, innovation and technology.

●

Debt: During the quarter, we repaid USD 5.0m of the USD 7.0m secured promissory note that is outstanding. The loan maturity has been extended to September 15, 2025, with an option for a further one-month extension if required. We are in the advanced stages of securing a new working capital revolving debt faculty from a Tier 1 Canadian bank. While the process is taking longer than anticipated, we are optimistic that this will close in Q3.

●

Operational Update: Issued corporate update outlining growth priorities, improved margin initiatives, and expanding addressable markets.

2025 Outlook

The Company’s focus is on cash flow, integration and margin and as such, while the strategy remains the same, the areas of attention and focus have shifted. The full year 2025 guidance has been revised to reflect higher gaming taxes and market softness in the Netherlands and headwinds in Brazil, as well as broader market conditions impacting key regulated markets. The Company now anticipates full year 2025 revenue between €106.0 million and €108.5 million and Adjusted EBITDA of €16.5 million to €18.5 million.

This change reflects a deliberate shift toward higher-quality earnings. The Company is prioritizing margin and cash generation over lower-margin revenue, and synergies realized post-quarter end to become a leaner operation put the Company on track to move Adjusted EBITDA Margin a few percentages higher in the second half of the year compared to the first half of the year. The Company remains focused on growing the business in a sustainable and margin-accretive manner, with strong momentum in the proprietary content and technology pipeline positioning Bragg for long-term profitable growth.

Investor Conference Call

The Company will host a conference call today at 8:30 a.m. Eastern, and management will discuss the financial and operational performance of the company. A presentation of these results 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 +1 (800) 715-9871
Canada – Toronto +1 (647) 932-3411
Canada – Toll-Free +1 (800) 715-9871
United Kingdom: +44 800 358 0970
Conference ID: 3967732

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

An audio recording of the Event will be available via the Echo Replay platform until August 21, 2025. To access the platform by phone, please dial-in using one of the numbers listed below and input Playback ID: 3967732 followed by # key:

USA/ Canada Toll-Free: +1(800) 770-2030
USA Toll: +1(609) 800-9909
Canada Toll: +1(647) 362-9199
United Kingdom: +44 203 433 3849

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 the 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 non-IFRS financial measures, including “Adjusted EBITDA” and “Adjusted EBITDA Margin”, which are non-IFRS financial measures that the Company believes are 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 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.

“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 to IFRS financial measures is provided in this news release as well as in Company’s Management’s Discussion and Analysis (“MD&A”) for the three-month period ended June 30, 2025.

Future Oriented Financial Information

This news release and, in particular the information in respect of Bragg’s prospective revenues, Adjusted EBITDA and Adjusted EBITDA Margin 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 assumptions with respect to customer growth and market expansion. Bragg and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments; however, the actual results of operations of Bragg and the resulting financial results may vary from the amounts set forth herein and such variations may be material. FOFI contained in this news release was made as of the date of this news release and Bragg disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law.

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:

Robert Bressler, Chief Financial Officer, Bragg Gaming Group
+1 647-480-1591
investors@bragg.group

James Carbonara,Hayden IR
(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 June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue		26,079			24,861			51,584			48,672
Cost of revenue		(12,336	)		(12,457	)		(23,557	)		(24,391	)
Gross Profit		13,743			12,404			28,027			24,281

Selling, general and administrative expenses		(16,091	)		(13,702	)		(31,898	)		(26,089	)
Gain (Loss) on remeasurement of derivative liability		—			38			—			(140	)
Gain on settlement of convertible debt		—			—			—			65
Gain (Loss) on remeasurement of deferred consideration		—			45			(157	)		(600	)
Operating Loss		(2,348	)		(1,215	)		(4,028	)		(2,483	)

Net interest expense and other financing charges		(14	)		(930	)		(360	)		(1,522	)
Loss Before Income Taxes		(2,362	)		(2,145	)		(4,388	)		(4,005	)

Income taxes (expense) recovery		533			(255	)		(81	)		(299	)
Net Loss		(1,829	)		(2,400	)		(4,469	)		(4,304	)

Items to be reclassified to net loss:
Cumulative translation adjustment		(2,680	)		387			(4,103	)		4

Net Comprehensive Loss		(4,509	)		(2,013	)		(8,572	)		(4,300	)

Basic Loss Per Share		(0.07	)		(0.10	)		(0.18	)		(0.18	)
Diluted Loss Per Share		(0.07	)		(0.10	)		(0.18	)		(0.18	)

	Millions			Millions			Millions			Millions
Weighted average number of shares - basic		25.2			24.0			25.1			23.6
Weighted average number of shares - diluted		25.2			24.0			25.1			23.6

BRAGG GAMING GROUP INC.

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

	As at			As at
	June 30,			December 31,
	2025			2024
Cash and cash equivalents		4,242			10,467
Trade and other receivables		24,983			20,072
Prepaid expenses and other assets		4,141			2,624
Total Current Assets		33,366			33,163
Property and equipment		1,299			1,341
Right-of-use assets		3,152			3,510
Intangible assets		31,011			35,859
Goodwill		31,235			32,722
Investments		500			—
Other assets		378			—
Total Assets		100,941			106,595

Trade payables and other liabilities		26,639			19,946
Income taxes payable		445			463
Lease obligations on right of use assets		867			882
Deferred consideration		—			1,244
Share appreciation rights liability		525			—
Loans payable		1,696			6,579
Total Current Liabilities		30,172			29,114
Deferred income tax liabilities		594			680
Lease obligations on right of use assets		2,376			2,815
Share appreciation rights liability		437			—
Other non-current liabilities		487			487
Total Liabilities		34,066			33,096

Share capital		133,253			131,729
Contributed surplus		18,104			17,680
Accumulated deficit		(85,679	)		(81,210	)
Accumulated other comprehensive income		1,197			5,300
Total Equity		66,875			73,499
Total Liabilities and Equity		100,941			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 June 30,						Six Months Ended June 30,
EUR 000	2025			2024			2025			2024
Revenue		26,079			24,861			51,584			48,672
Operating Loss		(2,348	)		(1,215	)		(4,028	)		(2,483	)
EBITDA		2,621			2,779			5,661			5,388
Adjusted EBITDA		3,459			3,615			7,543			7,026

BRAGG GAMING GROUP INC.

RECONCILIATION OF OPERATING LOSS TO EBITDA AND ADJUSTED EBITDA

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

	Three Months Ended June 30,						Six Months Ended June 30,
EUR 000	2025			2024			2025			2024
Net Loss		(1,829	)		(2,400	)		(4,469	)		(4,304	)
Income taxes (expense) recovery		(533	)		255			81			299
Loss Before Income Taxes		(2,362	)		(2,145	)		(4,388	)		(4,005	)
Net interest expense and other financing charges		14			930			360			1,522
Depreciation and amortization		4,969			3,994			9,689			7,871
EBITDA		2,621			2,779			5,661			5,388
Depreciation of right-of-use assets		(215	)		(147	)		(429	)		(373	)
Lease interest expense		(25	)		(26	)		(52	)		(60	)
Gain on lease modification								(101	)		—
Share based compensation		739			420			1,585			604
Exceptional costs		339			672			722			792
(Gain) Loss on remeasurement of derivative liability		—			(38	)		—			140
Gain on settlement of convertible debt		—			—			—			(65	)
(Gain) Loss on remeasurement of deferred consideration		—			(45	)		157			600
Adjusted EBITDA		3,459			3,615			7,543			7,026