
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Three-month period ended March 31, 2026 and March 31, 2025
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 | SHARE CAPITAL | 7 |
| 5 | WARRANTS | 7 |
| 6 | SHARE BASED COMPENSATION | 8 |
| 7 | GOODWILL | 11 |
| 8 | DEFERRED CONSIDERATION | 12 |
| 9 | RIGHT OF USE ASSETS | 13 |
| 10 | INTANGIBLE ASSETS | 14 |
| 11 | TRADE AND OTHER RECEIVABLES | 14 |
| 12 | TRADE PAYABLES AND OTHER LIABILITIES | 15 |
| 13 | LEASE LIABILITIES | 16 |
| 14 | LOANS PAYABLE | 17 |
| 15 | RELATED PARTY TRANSACTIONS | 18 |
| 16 | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT | 20 |
| 17 | SUPPLEMENTARY CASHFLOW INFORMATION | 23 |
| 18 | SEGMENT INFORMATION | 25 |
| 19 | INCOME TAXES | 26 |
| 20 | CONTINGENT LIABILITIES | 27 |
| 21 | SUBSEQUENT EVENTS | 27 |
1
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Revenue | 3, 18 | 25,652 | 25,505 | |||||||
| Cost of revenue | 3 | (11,425 | ) | (11,221 | ) | |||||
| Gross Profit | 14,227 | 14,284 | ||||||||
| Selling, general and administrative expenses | 3 | (15,666 | ) | (15,807 | ) | |||||
| Loss on remeasurement of deferred consideration | 3, 8 | — | (157 | ) | ||||||
| Operating Loss | (1,439 | ) | (1,680 | ) | ||||||
| Net interest income (expense) and other financing charges | 3, 14 | 174 | (346 | ) | ||||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||||
| Income taxes recovery (expense) | 19 | 79 | (614 | ) | ||||||
| Net Loss | (1,186 | ) | (2,640 | ) | ||||||
| Items to be reclassified to net loss: | ||||||||||
| Cumulative translation adjustment | 301 | (1,423 | ) | |||||||
| Net Comprehensive Loss | (885 | ) | (4,063 | ) | ||||||
| Basic Loss Per Share | (0.05 | ) | (0.11 | ) | ||||||
| Diluted Loss Per Share | (0.05 | ) | (0.11 | ) | ||||||
| Millions | Millions | |||||||||
| Weighted average number of shares - basic | 25.6 | 25.1 | ||||||||
| Weighted average number of shares - diluted | 25.6 | 25.1 | ||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
2
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| As at | As at | |||||||||
| March 31, | December 31, | |||||||||
| Note | 2026 | 2025 | ||||||||
| Cash and cash equivalents | 3,413 | 6,658 | ||||||||
| Trade and other receivables | 11, 16 | 19,483 | 21,122 | |||||||
| Prepaid expenses and other assets | 2,597 | 3,905 | ||||||||
| Total Current Assets | 25,493 | 31,685 | ||||||||
| Property and equipment | 1,061 | 1,198 | ||||||||
| Right-of-use assets | 9 | 3,707 | 3,975 | |||||||
| Intangible assets | 10 | 29,995 | 30,421 | |||||||
| Goodwill | 7 | 31,453 | 31,206 | |||||||
| Investments in associates | 443 | 459 | ||||||||
| Other assets | 405 | 405 | ||||||||
| Total Assets | 92,557 | 99,349 | ||||||||
| Trade payables and other liabilities | 12, 16 | 22,497 | 25,520 | |||||||
| Income taxes (receivable) payable | 19 | (50 | ) | 1,824 | ||||||
| Lease obligations on right of use assets | 13 | 1,354 | 1,367 | |||||||
| Share appreciation rights liability | 6 | 347 | 471 | |||||||
| Loans payable | 14 | 2,834 | 3,512 | |||||||
| Total Current Liabilities | 26,982 | 32,694 | ||||||||
| Deferred income tax liabilities | 19 | 463 | 509 | |||||||
| Lease obligations on right of use assets | 13 | 2,412 | 2,725 | |||||||
| Share appreciation rights liability | 6 | 100 | 123 | |||||||
| Other non-current liabilities | 596 | 596 | ||||||||
| Total Liabilities | 30,553 | 36,647 | ||||||||
| Share capital | 4 | 133,985 | 133,946 | |||||||
| Contributed surplus | 17,821 | 17,673 | ||||||||
| Accumulated deficit | (90,647 | ) | (89,461 | ) | ||||||
| Accumulated other comprehensive income | 845 | 544 | ||||||||
| Total Equity | 62,004 | 62,702 | ||||||||
| Total Liabilities and Equity | 92,557 | 99,349 | ||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
Approved on behalf of the Board of Directors
| Matevž Mazij | Holly Gagnon |
| Chief Executive Officer | Chair of the Board of Directors |
3
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 | Contributed | Accumulated | comprehensive | Total | ||||||||||||||||||
| Note | capital | surplus | Deficit | income (loss) | Equity | |||||||||||||||||
| Balance as at January 1, 2025 | 131,729 | 17,680 | (81,210 | ) | 5,300 | 73,499 | ||||||||||||||||
| Exercise of stock options | 6 | 124 | (87 | ) | — | — | 37 | |||||||||||||||
| Share-based compensation | 6 | — | 368 | — | — | 368 | ||||||||||||||||
| Net loss for the period | — | — | (2,640 | ) | — | (2,640 | ) | |||||||||||||||
| Other comprehensive loss | — | — | — | (1,423 | ) | (1,423 | ) | |||||||||||||||
| Balance as at March 31, 2025 | 131,853 | 17,961 | (83,850 | ) | 3,877 | 69,841 | ||||||||||||||||
| Balance as at January 1, 2026 | 133,946 | 17,673 | (89,461 | ) | 544 | 62,702 | ||||||||||||||||
| Exercise of deferred share units | 6 | 39 | (39 | ) | — | — | — | |||||||||||||||
| Share-based compensation | 6 | — | 187 | — | — | 187 | ||||||||||||||||
| Net loss for the period | — | — | (1,186 | ) | — | (1,186 | ) | |||||||||||||||
| Other comprehensive income | — | — | — | 301 | 301 | |||||||||||||||||
| Balance as at March 31, 2026 | 133,985 | 17,821 | (90,647 | ) | 845 | 62,004 | ||||||||||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
4
BRAGG GAMING GROUP INC.
INTERIM UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
| Three Months Ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Operating Activities | ||||||||||
| Net loss | (1,186 | ) | (2,640 | ) | ||||||
| Add: | ||||||||||
| Net interest expense and other financing charges | 3, 14 | 128 | 346 | |||||||
| Depreciation and amortization | 3 | 4,683 | 4,720 | |||||||
| Share based compensation | 6 | 38 | 846 | |||||||
| Loss on remeasurement of deferred consideration | 3, 8 | — | 157 | |||||||
| Unrealized foreign exchange gain | (26 | ) | (38 | ) | ||||||
| Income taxes (recovery) expense | 19 | (79 | ) | 614 | ||||||
| 3,558 | 4,005 | |||||||||
| Change in working capital | 17 | (1,500 | ) | 643 | ||||||
| Income taxes paid | 19 | (411 | ) | (154 | ) | |||||
| Cash Flows From Operating Activities | 1,647 | 4,494 | ||||||||
| Investing Activities | ||||||||||
| Purchases of property and equipment | (23 | ) | (80 | ) | ||||||
| Additions of intangible assets | 10 | (3,424 | ) | (2,874 | ) | |||||
| Loan receivables | — | (350 | ) | |||||||
| Cash Flows (Used In) Investing Activities | (3,447 | ) | (3,304 | ) | ||||||
| Financing Activities | ||||||||||
| Proceeds from exercise of stock options | 6 | — | 37 | |||||||
| Repayment of lease liability | 13 | (386 | ) | (344 | ) | |||||
| Repayment of loans payable | 14 | (689 | ) | — | ||||||
| Interest and financing fees | (79 | ) | (249 | ) | ||||||
| Cash Flows (Used In) Financing Activities | (1,154 | ) | (556 | ) | ||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (291 | ) | (286 | ) | ||||||
| Change In Cash And Cash Equivalents | (3,245 | ) | 348 | |||||||
| Cash and cash equivalents at beginning of period | 6,658 | 10,467 | ||||||||
| Cash And Cash Equivalents At End Of Period | 3,413 | 10,815 | ||||||||
See accompanying notes to the interim unaudited condensed consolidated financial statements.
5
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1 GENERAL INFORMATION
Nature of operations
Bragg Gaming Group Inc. and its subsidiaries (collectively, “Bragg” or the “Company”) are, primarily and collectively, a business-to-business (“B2B”) online gaming technology platform and casino content aggregator.
The registered and head office of the Company is located at 130 King Street West, Suite 1955, Toronto, Ontario, Canada M5X 1E3.
2 MATERIAL ACCOUNTING POLICIES
The interim unaudited condensed consolidated financial statements (“interim financial statements”) were prepared using the same basis of presentation, accounting policies and methods of computation, and using the same significant estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended December 31, 2025, which are available on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov/search-filings under the Company’s name.
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, 2025.
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 policy information set out in note 2 of the audited consolidated financial statements for the year ended December 31, 2025 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 issuance by the Company’s Board of Directors on May 14, 2026.
6
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
3 LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE
The loss before income taxes is classified as follows:
| Three Months Ended March 31, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Revenue | 20 | 25,652 | 25,505 | |||||||
| Cost of revenue | (11,425 | ) | (11,221 | ) | ||||||
| Gross Profit | 14,227 | 14,284 | ||||||||
| Salaries and subcontractors | (6,588 | ) | (6,574 | ) | ||||||
| Share based compensation | 8 | (38 | ) | (846 | ) | |||||
| Total employee costs | (6,626 | ) | (7,420 | ) | ||||||
| Depreciation and amortization | (4,683 | ) | (4,720 | ) | ||||||
| IT and hosting | (1,560 | ) | (1,281 | ) | ||||||
| Professional fees | (1,270 | ) | (1,086 | ) | ||||||
| Corporate costs | (125 | ) | (132 | ) | ||||||
| Sales and marketing | (384 | ) | (297 | ) | ||||||
| Bad debt expense | 13 | (235 | ) | (131 | ) | |||||
| Travel and entertainment | (307 | ) | (331 | ) | ||||||
| Other operational costs | (476 | ) | (409 | ) | ||||||
| Selling, General and Administrative Expenses | (15,666 | ) | (15,807 | ) | ||||||
| Loss on remeasurement of deferred consideration | 10 | — | (157 | ) | ||||||
| Operating Loss | (1,439 | ) | (1,680 | ) | ||||||
| Interest income | (4 | ) | 4 | |||||||
| Accretion on liabilities | 10 | — | (73 | ) | ||||||
| Foreign exchange gain | 302 | 35 | ||||||||
| Interest and financing fees | (124 | ) | (312 | ) | ||||||
| Net Interest Income (Expense) and Other Financing Charges | 174 | (346 | ) | |||||||
| Loss Before Income Taxes | (1,265 | ) | (2,026 | ) | ||||||
7
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
4 SHARE CAPITAL
Authorized - Unlimited Common Shares, fully paid
The following is a continuity of the Company’s share capital:
| Note | Number | Value | ||||||||||
| January 1, 2025 | Balance | 25,042,982 | 131,729 | |||||||||
| February 6, 2025 | Exercise of FSO | 8 | 25,000 | 124 | ||||||||
| March 31, 2025 | Balance | 25,067,982 | 131,853 | |||||||||
| January 1, 2026 | Balance | 25,553,293 | 133,946 | |||||||||
| February 2, 2026 | Exercise of DSU | 8 | 20,991 | 39 | ||||||||
| March 31, 2026 | Balance | 25,574,284 | 133,985 | |||||||||
The Company’s common shares (“shares”) have no par value.
5 WARRANTS
The following are continuities of the Company’s warrants:
| Warrants | ||||||||
| issued as part of | ||||||||
| Number of Warrants | convertible debt | |||||||
| January 1, 2025 | Balance | 979,048 | ||||||
| March 31, 2025 | Balance | 979,048 | ||||||
| January 1, 2026 | Balance | 979,048 | ||||||
| March 31, 2026 | 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 | |||
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.
8
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION
The Company maintains a fixed 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 is a continuity of the Company’s 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, 2025 | 26,666 | 280,000 | 1,329,082 | 1,602,346 | 8.81 | |||||||||||||||
| Granted | — | — | — | — | — | |||||||||||||||
| Exercised | — | — | — | (20,000 | ) | 2.30 | ||||||||||||||
| Forfeited / Cancelled | — | — | — | (2,530 | ) | 10.07 | ||||||||||||||
| Balance as at March 31, 2025 | 26,666 | 280,000 | 1,329,082 | 1,579,816 | 8.89 | |||||||||||||||
| Balance as at January 1, 2026 | 26,666 | 100,000 | 1,567,359 | 877,176 | 9.71 | |||||||||||||||
| Granted | 72,005 | — | — | — | — | |||||||||||||||
| Exercised | (20,991 | ) | — | — | — | — | ||||||||||||||
| Forfeited / Cancelled | — | — | (144,529 | ) | — | — | ||||||||||||||
| Balance as at March 31, 2026 | 77,680 | 100,000 | 1,422,830 | 877,176 | 9.71 | |||||||||||||||
The following table summarizes information about the outstanding share options as at March 31, 2026:
| 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 | 9 | 4.68 | 10,000 | 4.68 | |||||||||||||||
| 5.01 - 8.62 | 466,888 | 5 | 7.69 | 400,660 | 7.70 | |||||||||||||||
| 8.63 - 15.00 | 388,736 | 5 | 12.29 | 388,736 | 12.29 | |||||||||||||||
| 15.01 - 33.30 | 1,552 | 0 | 33.30 | 1,552 | 33.30 | |||||||||||||||
| 877,176 | 5 | 9.71 | 800,948 | 9.94 | ||||||||||||||||
9
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
The following table summarizes information about the outstanding share options as at March 31, 2025:
| Outstanding | Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||
| FSOs | Remaining | Exercise | FSOs | Exercise | ||||||||||||||||
| Range of exercise | (Number | Contractual | Price / Share | (Number | Price / Share | |||||||||||||||
| prices (CAD) | of shares) | Life (Years) | CAD | of shares) | CAD | |||||||||||||||
| 2.30 - 5.00 | 20,000 | 10 | 4.68 | - | - | |||||||||||||||
| 5.01 - 8.62 | 1,131,081 | 2 | 7.72 | 947,740 | 7.77 | |||||||||||||||
| 8.63 - 15.00 | 427,183 | 6 | 12.11 | 427,173 | 12.11 | |||||||||||||||
| 15.01 - 33.30 | 1,552 | 1 | 33.30 | 1,552 | 33.30 | |||||||||||||||
| 1,579,816 | 3 | 8.89 | 1,376,465 | 9.15 | ||||||||||||||||
Fixed Stock Options (“FSOs”)
During the three months ended March 31, 2026, no FSOs were granted (three months ended March 31, 2025: none).
During the three months ended March 31, 2026, no FSOs were exercised. During the three months ended March 31, 2025, 20,000 common shares of the Company were issued upon exercise of FSOs. Upon exercise of FSOs, for the three months ended March 31, 2025, EUR 87 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 months ended March 31, 2025, totaled EUR 37.
During the three months ended March 31, 2026, a share-based compensation charge of EUR 26 (three months ended March 31, 2025: EUR 98) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
Deferred Share Units (“DSUs”)
Exercises of grants may only be settled in shares, and only when the employee or consultant has left the Company. Under the OEIP, the Company may grant options of its shares at nil cost that vest immediately.
During the three months ended March 31, 2026, 72,005 DSUs were granted (three months ended March 31, 2025: none), with a fair value of between CAD 2.31 and CAD 3.00 per unit, determined as the share price on the date of grant.
During the three months ended March 31, 2026, 20,991 shares were issued upon settlement of DSUs (three months ended March 31, 2025: none). For the three months ended March 31, 2026, upon settlement of DSUs, EUR 39 (three months ended March 31, 2025: EUR nil) was transferred from contributed surplus to share capital in the interim unaudited condensed consolidated statements of changes in equity.
10
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
Deferred Share Units (“DSUs”) (continued)
During the three months ended March 31, 2026, a share-based compensation charge of EUR 116 (three months ended March 31, 2025: EUR nil) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
Restricted Share Units (“RSUs”)
During the three months ended March 31, 2026, no RSUs were granted (three months ended March 31, 2025: none).
During the three months ended March 31, 2026, no RSUs were settled (three months ended March 31, 2025: none).
During the three months ended March 31, 2026, a share-based compensation charge of EUR 45 (three months ended March 31, 2025: EUR 270) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
Share Appreciation Rights (“SARs”) Plan
On December 29, 2024, the Company introduced a SARs 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.
During the three months ended March 31, 2026, no SARs were granted (three months ended March 31, 2025: none).
These SAR units, which have a term of not exceeding five years, vest as follows:
| · | 1/3 on the first anniversary of the grant date | |
| · | 1/3 on the second anniversary of the grant date | |
| · | 1/3 on the third anniversary of the grant date |
Details of the liabilities arising from the SARs were as follows:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Total carrying amount of liabilities for SARs | 447 | 594 | ||||||
The fair value of the SARs has been measured using Black-Scholes valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.
11
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
6 SHARE BASED COMPENSATION (CONTINUED)
Share Appreciation Rights (“SARs”) Plan (continued)
The inputs used in the measurement of the fair values at the measurement date of the SARs were as follows:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Expected dividend yield (%) | 0.00 | 0.00 | ||||||
| Expected share price volatility (%) | 61.22 - 65.77 | 63.31 - 66.00 | ||||||
| Risk-free interest rate (%) | 3.92 | 3.73 | ||||||
| Expected life of options (years) | 4.08 - 4.71 | 5.00 | ||||||
| Share price (CAD) | 2.43 | 2.88 | ||||||
| Forfeiture rate (%) | 0.00 | 0.00 | ||||||
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.
During the three months ended March 31, 2026, a share-based compensation recovery of EUR 149 (three months ended March 31, 2025: charge EUR 478) has been recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
7 GOODWILL
The following is a continuity of the Company’s goodwill:
| As at January 1, 2025 | 32,722 | |||
| Effect of Movement in exchange rates | (1,516 | ) | ||
| As at December 31, 2025 | 31,206 | |||
| Effect of movements in exchange rates | 247 | |||
| As at March 31, 2026 | 31,453 |
The carrying amount of goodwill is attributed to the acquisitions of Oryx Gaming International LLC, Wild Streak LLC and Spin Games LLC. The Company completed its annual impairment tests for goodwill as at December 31, 2025 and concluded that there was no impairment.
12
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
8 DEFERRED CONSIDERATION
The following is a continuity of the Company’s deferred consideration:
| Balance as at January 1, 2025 | 1,244 | |||
| Accretion expense | 168 | |||
| Shares issued as deferred consideration | (1,380 | ) | ||
| Loss on remeasurement of deferred consideration | 157 | |||
| Effect of movements in exchange rates | (189 | ) | ||
| Balance as at December 31, 2025 | — |
Spin Games LLC
On June 1, 2022, the Company acquired Spin Games LLC. The Company agreed deferred consideration payments in 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.
On June 5, 2025, the deferred consideration payable was fully settled upon its three-year anniversary, with the issuance of 371,496 shares.
During the three months ended March 31, 2025, an accretion expense of EUR 73 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
During the three months ended March 31, 2025, a loss on remeasurement of deferred consideration of EUR 157 was recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss.
13
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
9 RIGHT OF USE ASSETS
| Right of use | ||||
| assets | ||||
| Cost | ||||
| Balance as at December 31, 2024 | 4,877 | |||
| Additions | 1,683 | |||
| Modifications | 5 | |||
| Disposals | (125 | ) | ||
| Effect of movement in exchange rates | (148 | ) | ||
| Balance as at December 31, 2025 | 6,292 | |||
| Additions | — | |||
| Modifications | 21 | |||
| Disposals | — | |||
| Effect of movement in exchange rates | 31 | |||
| Balance as at March 31, 2026 | 6,344 | |||
| Accumulated Depreciation | ||||
| Balance as at December 31, 2024 | 1,367 | |||
| Depreciation | 1,106 | |||
| Disposals | (63 | ) | ||
| Modifications | — | |||
| Effect of movement in exchange rates | (93 | ) | ||
| Balance as at December 31, 2025 | 2,317 | |||
| Depreciation | 302 | |||
| Disposals | — | |||
| Modifications | 33 | |||
| Effect of movement in exchange rates | (15 | ) | ||
| Balance as at March 31, 2026 | 2,637 | |||
| Carrying Amount | ||||
| Balance as at December 31, 2025 | 3,975 | |||
| Balance as at March 31, 2026 | 3,707 | |||
During the three months ended March 31, 2026, depreciation expense of EUR 302 was recognized within selling, general and administrative expenses (three months ended March 31, 2025: EUR 214).
14
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
10 INTANGIBLE ASSETS
| Deferred | ||||||||||||||||||||||||
| Intellectual | Development | Customer | ||||||||||||||||||||||
| Property | Costs | Relationships | Brands | Other | Total | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| Balance as at December 31, 2024 | 19,275 | 33,207 | 26,083 | 2,201 | 298 | 81,064 | ||||||||||||||||||
| Additions | 2,586 | 11,905 | — | — | — | 14,491 | ||||||||||||||||||
| Effect of movement in exchange rates | (805 | ) | (568 | ) | (2,508 | ) | (100 | ) | (12 | ) | (3,993 | ) | ||||||||||||
| Balance as at December 31, 2025 | 21,056 | 44,544 | 23,575 | 2,101 | 286 | 91,562 | ||||||||||||||||||
| Additions | 505 | 2,919 | — | — | — | 3,424 | ||||||||||||||||||
| Effect of movement in exchange rates | 174 | 129 | 409 | 17 | 5 | 734 | ||||||||||||||||||
| Balance as at March 31, 2026 | 21,735 | 47,592 | 23,984 | 2,118 | 291 | 95,720 | ||||||||||||||||||
| Accumulated Amortization | ||||||||||||||||||||||||
| Balance as at December 31, 2024 | 11,386 | 20,274 | 11,149 | 2,135 | 261 | 45,205 | ||||||||||||||||||
| Amortization | 2,626 | 11,972 | 3,122 | 61 | 84 | 17,865 | ||||||||||||||||||
| Effect of movement in exchange rates | (432 | ) | (259 | ) | (1,068 | ) | (95 | ) | (75 | ) | (1,929 | ) | ||||||||||||
| Balance as at December 31, 2025 | 13,580 | 31,987 | 13,203 | 2,101 | 270 | 61,141 | ||||||||||||||||||
| Amortization | 1,654 | 1,766 | 759 | — | 0 | 4,179 | ||||||||||||||||||
| Effect of movement in exchange rates | 89 | 69 | 225 | 17 | 5 | 405 | ||||||||||||||||||
| Balance as at March 31, 2026 | 15,323 | 33,822 | 14,187 | 2,118 | 275 | 65,725 | ||||||||||||||||||
| Carrying Amount | ||||||||||||||||||||||||
| Balance as at December 31, 2025 | 7,476 | 12,557 | 10,372 | — | 16 | 30,421 | ||||||||||||||||||
| Balance as at March 31, 2026 | 6,412 | 13,770 | 9,797 | — | 16 | 29,995 | ||||||||||||||||||
During the three months ended March 31, 2026, amortization expense of EUR 4,179 was recognized within selling, general and administrative expenses (three months ended March 31, 2025: EUR 4,389).
11 TRADE AND OTHER RECEIVABLES
Trade and other receivables comprise:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade receivables | 18,123 | 20,398 | ||||||
| Sales tax | 1,360 | 724 | ||||||
| Trade and other receivables | 19,483 | 21,122 | ||||||
15
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
11 TRADE AND OTHER RECEIVABLES (CONTINUED)
The following is an aging of the Company’s trade receivables:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Less than one month | 16,650 | 17,858 | ||||||
| Between two and three months | 1,403 | 2,697 | ||||||
| Greater than three months | 1,785 | 1,370 | ||||||
| 19,838 | 21,925 | |||||||
| Provision for expected credit losses | (1,715 | ) | (1,527 | ) | ||||
| Trade receivables | 18,123 | 20,398 | ||||||
The following is a continuity of the Company’s provision for expected credit losses related to trade and other receivables:
| Balance as at December 31, 2024 | 2,497 | |||
| Bad debt written-off | (1,431 | ) | ||
| Net increase in provision for doubtful debts | 461 | |||
| Balance as at December 31, 2025 | 1,527 | |||
| Bad debt written-off | (47 | ) | ||
| Net decrease in provision for doubtful debts | 235 | |||
| Balance as at March 31, 2026 | 1,715 |
12 TRADE PAYABLES AND OTHER LIABILITIES
Trade payables and other liabilities comprises:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade payables | 8,849 | 9,148 | ||||||
| Accrued liabilities | 13,607 | 16,300 | ||||||
| Other payables | 41 | 72 | ||||||
| Trade payables and other liabilities | 22,497 | 25,520 | ||||||
16
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13 LEASE LIABILITIES
The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to six (6) years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Company as a lessee.
Set out below are the carrying amounts of the lease liabilities and the movements for the period:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Balance as at beginning of the period | 4,092 | 3,697 | ||||||
| Additions | — | 1,683 | ||||||
| Disposals | — | (62 | ) | |||||
| Modifications | (12 | ) | 5 | |||||
| Accretion of interests | 26 | 112 | ||||||
| Payments | (386 | ) | (1,287 | ) | ||||
| Effect of movement in exchange rates | 46 | (56 | ) | |||||
| Balance as at end of period | 3,766 | 4,092 | ||||||
During the three months ended March 31, 2026, the Company recognized lease expense within selling, general and administrative expenses associated to leases with a term of less than twelve months and lease of low-values assets amounting to EUR 19 (three months ended March 31, 2025: EUR 48).
The maturity analysis of lease liabilities are disclosed below:
| March 31, 2026 | ||||||||
| Present value | Total | |||||||
| of the minimum | minimum | |||||||
| lease payments | lease payments | |||||||
| Within 1 year | 1,354 | 1,436 | ||||||
| After 1 year but within 2 years | 1,356 | 1,440 | ||||||
| After 2 years but within 5 years | 1,056 | 1,061 | ||||||
| 3,766 | 3,937 | |||||||
| Less: Total future interest expenses | (171 | ) | ||||||
| 3,766 | ||||||||
17
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
13 LEASE LIABILITIES (CONTINUED)
The following are the amounts recognized in the interim unaudited condensed consolidated statement of loss and comprehensive loss:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Amortization expense on right of use assets | 302 | 214 | ||||||
| (Gain) Loss on lease modification | (30 | ) | 101 | |||||
| Interest expense on lease liabilities | 26 | 27 | ||||||
| Total amount recognized in profit or loss | 298 | 342 | ||||||
14 LOANS PAYABLE
The following is a continuity of the Company’s loans payable:
| Promissory note | Bank Loan | Total | ||||||||||
| Balance as at January 1, 2025 | 6,579 | — | 6,579 | |||||||||
| Proceeds from loan issuance | — | 3,455 | 3,455 | |||||||||
| Interest expense | 363 | 81 | 444 | |||||||||
| Interest paid | (512 | ) | (67 | ) | (579 | ) | ||||||
| Repayment of principal | (6,139 | ) | — | (6,139 | ) | |||||||
| Effect of foreign currency exchange rate | (291 | ) | 43 | (248 | ) | |||||||
| Balance as at December 31, 2025 | — | 3,512 | 3,512 | |||||||||
| Proceeds from loan issuance | — | — | — | |||||||||
| Interest expense | — | 48 | 48 | |||||||||
| Interest paid | — | (35 | ) | (35 | ) | |||||||
| Repayment of principal | — | (689 | ) | (689 | ) | |||||||
| Effect of foreign currency exchange rate | — | (2 | ) | (2 | ) | |||||||
| Balance as at March 31, 2026 | — | 2,834 | 2,834 | |||||||||
Promissory note
By the end of year ended December 31, 2025, the Company fully repaid the USD 7.0m secured promissory note.
During the three months ended March 31, 2025, interest expense of EUR 224 in respect of the promissory note recognized within net interest expense and other financing charges.
18
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
14 LOANS PAYABLE (CONTINUED)
Revolving credit facility
Covenants
The agreement in respect of the revolving credit facility includes customary legal and financial covenants, including a requirement for the Company to maintain a Total Funded Debt to EBITDA ratio not exceeding 2.50:1.00, and a Fixed Charge Coverage Ratio of not less than 1.25:1.00. These financial covenants are to be tested on a consolidated basis at the end of each fiscal quarter.
The Company was in compliance with these covenants as at the reporting date.
Under the terms of the Company’s credit facility, interest and standby fees are payable based on the applicable benchmark rate plus a margin that varies according to the Company’s Total Funded Debt to EBITDA ratio, as set out below:
Interest
During the three months ended March 31, 2026, interest expense of EUR 48 in respect of the revolving credit facility was recognized within net interest expense and other financing charges (three months ended March 31, 2025: EUR nil).
Drawdowns
During the three months ended March 31, 2026, the Company did not make any additional drawdowns from the available revolving credit facility.
As at March 31, 2026, the Company had outstanding drawdowns totalling CAD 4.5m in CDN$ Term CORRA loans.
Repayments
During the three months ended March 31, 2026, the Company repaid a total of CAD 1.1m in CDN$ Prime Rate loans.
15 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.
All related party transactions and balances disclosed in the note below relate to individuals or entities that met the definition of a related party in accordance with IAS 24 at the time the transactions occurred. Where individuals or entities ceased to meet this definition, transactions and balances are disclosed only for the period during which the related party relationship existed.
19
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
15 RELATED PARTY TRANSACTIONS (CONTINUED)
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 Board of Directors
Transactions recorded in the interim unaudited condensed consolidated statements of loss and comprehensive loss between the Company and its shareholders, key management personnel and Board of Directors are set out in aggregate as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Salaries and subcontractors | (441 | ) | (778 | ) | ||||
| Share based compensation | (468 | ) | (624 | ) | ||||
| (909 | ) | (1,402 | ) | |||||
Balances due to/from shareholders, key management personnel and Board of Directors are set out in aggregate as follows:
| Interim unaudited condensed consolidated statements of financial position | As at | As at | ||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued liabilities | (42 | ) | (382 | ) | ||||
| Net related party payable | (42 | ) | (382 | ) | ||||
Other transactions with shareholders, key management personnel and Board of Directors are set out in aggregate as follows:
| Interim unaudited condensed consolidated statements of changes in equity | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Exercise of DSUs, RSUs and FSOs | ||||||||
| Contributed surplus | (39 | ) | (87 | ) | ||||
| Share capital | 39 | 124 | ||||||
| Net movement in equity | — | 37 | ||||||
| Interim unaudited condensed consolidated statements of changes in cash flow | Three Months Ended March 31, | |||||||
| 2026 | 2025 | |||||||
| Proceeds from exercise of options | — | 37 | ||||||
| — | 37 | |||||||
20
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The financial instruments measured at amortized cost are summarized below:
Financial Assets
| Financial assets as subsequently | ||||||||
| measured at amortized cost | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade receivables | 18,123 | 20,398 | ||||||
| Other assets | 405 | 405 | ||||||
Financial Liabilities
| Financial liabilities as subsequently | ||||||||
| measured at amortized cost | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade payables | 8,849 | 9,148 | ||||||
| Accrued liabilities | 13,607 | 16,300 | ||||||
| Other liabilities | 41 | 72 | ||||||
| Loans payable | 2,834 | 3,512 | ||||||
| 25,331 | 29,032 | |||||||
The carrying values of the financial instruments approximate their fair values.
Fair Value Hierarchy
The following table presents the fair values and fair value hierarchy of the Company’s financial instruments.
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| 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 | 3,413 | — | — | 3,413 | 6,658 | — | — | 6,658 | ||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||||||
| Fair value through profit and loss: | ||||||||||||||||||||||||||||||||
| Share appreciation rights liability | — | 447 | — | 447 | — | 594 | — | 594 | ||||||||||||||||||||||||
There were no transfers between the levels of the fair value hierarchy during the periods.
21
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
During the three months ended March 31, 2026, a gain (loss) of EUR nil (three months ended March 31, 2025: loss of EUR 157), was recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss on remeasurement of deferred consideration (Note 8) for financial instruments designated as FVTPL.
During the three months ended March 31, 2026, a share-based compensation recovery of EUR 149 (three months ended March 31, 2025: charge of EUR 478) 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 subject to externally imposed capital requirements in respect of its revolving credit facility (Note 14). The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at March 31, 2026:
| 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |||||||||||||||||||
| Trade payables and other liabilities | 22,497 | — | — | — | — | 22,497 | ||||||||||||||||||
| Lease obligations on right of use assets | 1,436 | 1,440 | 727 | 290 | 44 | 3,937 | ||||||||||||||||||
| Loans payable | 2,810 | — | — | — | — | 2,810 | ||||||||||||||||||
| Share appreciation rights liability | 2,739 | 1,435 | 132 | — | — | 4,306 | ||||||||||||||||||
| Other non-current liabilities | 4 | 11 | 53 | 10 | 518 | 596 | ||||||||||||||||||
| 29,486 | 2,886 | 912 | 300 | 562 | 34,146 | |||||||||||||||||||
22
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)
Foreign currency exchange risk
The Company’s financial statements are presented in EUR; however, a portion of the Company’s net assets and operations are denominated in other currencies, particularly Canadian and US dollars, and Brazilian reals. Such net assets are translated into EUR at the foreign currency exchange rate in effect at the reporting date, and operations at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, the Company is exposed to foreign currency translation gains and losses, which are recorded in accumulated other comprehensive loss.
The Company is also exposed to risk on transaction in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and loss which are recorded in other operational costs. The Company estimates that an appreciation of the EUR of 10% relative to other currencies would result in an decrease of EUR 129 in earnings before income taxes while a depreciating EUR will have the opposite impact.
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.
The provision matrix below shows the expected credit loss rate for each aging category of trade receivable as at March 31, 2026:
| Aging (months) | ||||||||||||||||||||
| Note | <1 | 1 - 3 | >3 | Total | ||||||||||||||||
| Gross trade receivable | 13 | 16,650 | 1,403 | 1,785 | 19,838 | |||||||||||||||
| Expected credit loss rate | 2.44 | % | 7.50 | % | 67.40 | % | 8.64 | % | ||||||||||||
| Expected credit loss provision | 13 | 407 | 105 | 1,203 | 1,715 | |||||||||||||||
23
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
16 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 December 31, 2025:
| Aging (months) | ||||||||||||||||||||
| Note | <1 | 1 - 3 | >3 | Total | ||||||||||||||||
| Gross trade receivable | 13 | 17,858 | 2,697 | 1,370 | 21,925 | |||||||||||||||
| Expected credit loss rate | 1.44 | % | 3.74 | % | 85.31 | % | 6.96 | % | ||||||||||||
| Expected credit loss provision | 13 | 257 | 101 | 1,169 | 1,527 | |||||||||||||||
Gross trade receivable includes the balance of accrued income within the aging category of less than one month.
Concentration risk
For the three months ended March 31, 2026, one customer (three months ended March 31, 2025: one customer) contributed more than 10% to the Company’s revenues. Aggregate revenues from this customer totaled EUR 4,528 for the three months ended March 31, 2026 (three months ended March 31, 2025: EUR 4,239).
As at March 31, 2026, one customer (December 31, 2025: none) constituted more than 10% to the Company’s accounts receivable. The balance owed by those customers totaled EUR 1,971 as at March 31, 2026. The Company continues to expand its customer base to reduce the concentration risk.
17 SUPPLEMENTARY CASHFLOW INFORMATION
Cash flows arising from changes in non-cash working capital are summarized below:
| Three Months Ended March 31, | ||||||||
| Cash flows arising from movement in: | 2026 | 2025 | ||||||
| Trade and other receivables | 1,628 | (1,445 | ) | |||||
| Prepaid expenses and other assets | (105 | ) | (84 | ) | ||||
| Trade payables and other liabilities | (3,023 | ) | 2,172 | |||||
| Changes in working capital | (1,500 | ) | 643 | |||||
24
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
17 SUPPLEMENTARY CASHFLOW INFORMATION (CONTINUED)
During the three months ended March 31, 2026 and 2025, there were no significant non-cash transactions from investing and financing activities.
During the three months ended March 31, 2026 and 2025, 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 for each period:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Cash | Non-cash | Total | Cash | Non-cash | Total | |||||||||||||||||||
| Interest income | — | — | — | — | — | — | ||||||||||||||||||
| Interest and financing fees | (79 | ) | (23 | ) | (102 | ) | (249 | ) | (32 | ) | (281 | ) | ||||||||||||
| Foreign exchange gain | 276 | 26 | 302 | — | 35 | 35 | ||||||||||||||||||
| Lease interest expense | — | (26 | ) | (26 | ) | — | (27 | ) | (27 | ) | ||||||||||||||
| Accretion expense on deferred consideration | — | — | — | — | (73 | ) | (73 | ) | ||||||||||||||||
| 197 | (23 | ) | 174 | (249 | ) | (97 | ) | (346 | ) | |||||||||||||||
25
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
18 SEGMENT INFORMATION
Operating
The Company has one reportable operating segment in its continuing operations, B2B online gaming.
Geography – Revenue
Revenue for continuing operations was generated from contracted customers in the following jurisdictions:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Malta | 5,830 | 4,551 | ||||||
| Netherlands | 4,485 | 6,350 | ||||||
| Brazil | 2,864 | 2,102 | ||||||
| United States | 2,498 | 3,044 | ||||||
| Curaçao | 1,772 | 2,587 | ||||||
| Belgium | 1,634 | 1,233 | ||||||
| Croatia | 1,449 | 1,093 | ||||||
| Marshall Islands | 1,138 | 1,550 | ||||||
| Czech Republic | 828 | 875 | ||||||
| Isle of Man | 809 | 172 | ||||||
| Other | 2,345 | 1,948 | ||||||
| Revenue | 25,652 | 25,505 | ||||||
This segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.
Geography – Non-Current Assets
Non-current assets are held in the following jurisdictions:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| United States | 61,136 | 61,699 | ||||||
| Rest of the world | 5,928 | 5,965 | ||||||
| Non-current assets | 67,064 | 67,664 | ||||||
26
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
19 INCOME TAXES
The components of income taxes recognized in the interim unaudited condensed consolidated statements of financial position are as follows:
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Income taxes receivable (payable) | 50 | (1,824 | ) | |||||
| Deferred income tax liabilities | (463 | ) | (509 | ) | ||||
The components of income taxes recognized in the interim unaudited condensed consolidated statements of loss and comprehensive loss are as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Current income taxes (recovery) expense | (33 | ) | 657 | |||||
| Deferred income taxes recovery | (46 | ) | (43 | ) | ||||
| Total income taxes (recovery) expense | (79 | ) | 614 | |||||
There is no income tax expense recognized in other comprehensive loss.
| As at | As at | |||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Deferred tax assets | ||||||||
| Lease obligations on right of use assets | 860 | 910 | ||||||
| Non-capital losses carried forward | 9 | 32 | ||||||
| Deferred tax liabilities | ||||||||
| Goodwill and intangible assets | (462 | ) | (509 | ) | ||||
| Right-of-use assets | (847 | ) | (910 | ) | ||||
| Property and equipment | (23 | ) | (32 | ) | ||||
| Deferred income tax liabilities | (463 | ) | (509 | ) | ||||
27
BRAGG GAMING GROUP INC.
NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2026 AND MARCH 31, 2025
PRESENTED IN EUROS (THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
19 INCOME TAXES (CONTINUED)
The reasons for the difference between the actual tax charge for the year and the standard rate of Company tax applied to profits for the period are as follows:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Consolidated loss before income taxes | (1,265 | ) | (2,026 | ) | ||||
| Effective tax rate | 26.5 | % | 26.5 | % | ||||
| Effective income taxes recovery | (335 | ) | (537 | ) | ||||
| Effect of tax rate in foreign jurisdictions | 158 | 296 | ||||||
| Non-deductible and non-taxable items | 10 | 246 | ||||||
| Change in tax benefits not recognized | 488 | 609 | ||||||
| Adjustment of prior year tax payable | 63 | — | ||||||
| Change in estimate for tax refunds in Malta | (463 | ) | — | |||||
| Total income taxes (recovery) expense | (79 | ) | 614 | |||||
20 CONTINGENT LIABILITIES
In the ordinary course of business, the Company is involved in and potentially subject to, legal actions and proceedings. These may include, but are not limited to, claims regarding content performance and related errors.
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.
21 SUBSEQUENT EVENTS
On May 14, 2026, subsequent to the reporting date, the Company entered into a binding letter of intent to acquire 100% of the equity interests of Drayton International ("Drayton"), a diversified gaming technology and content platform comprising equity interests in five game development studios and three proprietary technology and distribution platforms.
The aggregate consideration is EUR 7.69m (approximately USD 9.0m), to be settled entirely through the issuance of newly issued common shares of the Company (the "Transaction"). The Company will also hold rights of first offer and matching rights over each of Drayton's five portfolio studios.
The Transaction is subject to the execution of a definitive acquisition agreement, applicable gaming regulatory approvals, approval of the listing of the Bragg common shares to be issued under the Transaction on the TSX and the Nasdaq, and the satisfaction of certain other closing conditions customary for a transaction of this nature.