Bragg Gaming Group Announces Private Placement With Participation from Insiders and Drayton International’s Matt Davey

Bragg Gaming Group (NASDAQ:BRAG; TSX:BRAG) (“Bragg” or the “Company”), a leading iGaming content and platform technology solutions provider, today announced that it expects to issue, by way of a non-brokered private placement, up to 751,445 subscription receipts (the “Subscription Receipts”) at a price of US$1.73 per Subscription Receipt for aggregate gross proceeds of up to approximately US$1,300,000 (the “Offering”). The issue price of US$1.73 per Subscription Receipt is based on the closing price of the common shares of the Company (the “Shares”) on the Nasdaq Stock Market LLC (the “Nasdaq”) on May 29, 2026.

Upon the satisfaction of the Release Conditions (as defined herein), each Subscription Receipt will be automatically exchanged, without any further action or payment of any additional consideration therefor, subject to adjustments, for one Share and one non-transferable common share purchase warrant (a “Warrant”). Each Warrant will be exercisable into one Share (a “Warrant Share”) for a period of 36 months (the “Warrant Expiry Date”) from the closing of the Transaction (as defined herein) at an exercise price of US$2.16 per Warrant Share, subject to acceleration as described below.

The Subscription Receipts and the aggregate gross proceeds are subject to escrow release conditions (the “Release Conditions”) including the completion or satisfaction of all material conditions precedent to the Company’s previously announced acquisition of all of the issued and outstanding securities of Drayton International (the “Transaction”).

In the event that the volume weighted average price of the Shares on the Toronto Stock Exchange (the “TSX”) (or such other Canadian stock exchange on which the Shares are listed for trading) equals or exceeds a price that is 25% above the Warrant Exercise Price for 15 consecutive trading days, then Bragg, in its sole discretion, may accelerate the Warrant Expiry Date by issuing a press release (a “Warrant Acceleration Press Release”) and, in such case, the Warrant Expiry Date will be deemed to be 5:00 p.m. (Toronto time) on the 30^th day following the issuance of the Warrant Acceleration Press Release. Any Warrant not exercised prior to the expiry of such 30-day notice period shall be forfeited and cancelled without compensation.

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