Bragg Announces US$7 Million Secured Note Financing

Bragg Gaming Group Inc. (NASDAQ: BRAG, TSX: BRAG) (“Bragg” or the “Company”), a global B2B gaming technology and content provider, today announced the issuance of a secured promissory note in the principal amount of US$7 million (the “Note”) to certain entities controlled by Doug Fallon, Managing Director of Group Content of the Company and the Founder of Nevada-based Wild Streak Gaming. The Note matures on April 25, 2025 and bears interest at an annual rate of 14%, payable quarterly.

“This financing provides the Company’s balance sheet with additional flexibility as we continue to review strategic alternatives for maximizing shareholder value and execute against our strategy,” said Matevž Mazij, Chief Executive Officer. “We would also like to thank The Lind Partners for their cooperation in providing a waiver consenting to the Note funding”.

“After reporting another consecutive full year of strong revenue, gross profit and Adjusted EBITDA growth in 2023, we are exceptionally well placed to capitalize on our in-demand content, product and technology verticals in major iGaming markets in North America, Europe and LatAm. From our market-leading player account management (“PAM”) platform and turnkey solutions to our unique casino content aggregation offering with Fuze promotional functionality and player journey management, as well as our ever-growing exclusive content portfolio, our product strategies are refined for each market we operate in.”

The Toronto Stock Exchange (the “TSX”) has conditionally approved the issuance of the Note. The Company may use the net proceeds from the Note for general working capital purposes and strategic initiatives.

MI 61-101 Disclosure

Doug Fallon is a related party to the Company as he is a senior officer of the Company. The issuance of the Note is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as at the time the Note was agreed to, neither the fair market value of the Note, nor the fair market value of the consideration payable to the lenders under the Note exceeds 25% of the market capitalization of the Company. Additionally, the Company is relying on the exemption from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(f) of MI 61-101 as the Note constitutes a loan being provided on reasonable commercial terms that are not less advantageous to the Company than would be obtained from a person dealing at arm’s length with the Company, and the Note is neither convertible into equity or voting securities of the Company nor repayable, directly or indirectly, in equity or voting securities of the Company.