Mr. Matevz Mazij reports

BRAGG GAMING GROUP ACCELERATES GAMES-FIRST STRATEGY WITH ACQUISITION OF DRAYTON INTERNATIONAL

Bragg Gaming Group Inc. has entered into a binding term sheet to acquire Drayton International, a diversified gaming technology and content platform.

In conjunction with the closing of the proposed transaction, renowned gaming entrepreneur Matt Davey, founder and chairman of gaming-oriented investment fund, Tekkorp Capital, will join Bragg's board of directors as non-executive chairman, further strengthening the company's leadership as it executes its next phase of growth.

In a demonstration of Mr. Davey's confidence and view on Bragg's current and future value, he previously purchased a block of one million Bragg common shares in a private transaction with the company's chief executive officer, Matevz Mazij, in February, 2026. The company estimates that private stock purchase, combined with Mr. Davey's current Drayton private stock ownership, will result in him having an approximate 10-per-cent ownership stake in Bragg following completion of the planned acquisition.

This acquisition represents a bold step forward from its legacy business, as Bragg doubles down on its commitment to crafting captivating proprietary gaming worlds which deliver proven revenue engines for operators and unforgettable experiences for players, with a particular focus on expansion across North America.

This strategic clarity is complemented by a refreshed brand presence, featuring a vibrant new aesthetic that reflects Bragg's "games-first" commitment. Being games first is more than the expression implies -- it means changing not only games, but also how they are built, delivered and monetized.

Bragg already combines battle-tested content and player management expertise with smart technology. But this evolution sharpens the focus on what makes Bragg a unique value proposition in the i-gaming sector; a data-rich, user-experience-obsessed, games-first engineering leader. Bragg not only supplies the games that today's players demand, but also streamlines everything. This optimizes players' end-to-end journey, redefining Bragg's core products into one coherent ecosystem.

Transaction overview

Pursuant to the term sheet and subject to entering into a definitive acquisition agreement and the satisfaction of customary closing conditions, Bragg will acquire 100 per cent of the equity interests of Drayton for 4.5 million newly issued Bragg common shares priced at $2.00 (U.S.) per share. Bragg will also hold rights which will provide it with a contractual path to full ownership of all five of Drayton's portfolio studios.

Bragg expects that Drayton's leadership and development teams will continue with the company postclosing.

The transaction is subject to applicable gaming regulatory approvals, approval of the listing of the Bragg common shares to be issued under the transaction on the Toronto Stock Exchange and the Nasdaq Stock Market LLC, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, Bragg expects the transaction to close in Q3 2026.

Drayton's assets

Drayton is a multiasset platform combining varying equity interests in five game development studios with three 100-per-cent-owned technology and distribution platforms.

The studio portfolio comprises:

• Boomerang Studios (54.5 per cent owned), the cash-generative anchor of the portfolio, with 80 titles to date and a debut listing on Eilers & Krejcik's 2026 top 50 United States suppliers;
• Dream Streak Gaming (48.5 per cent), the developer of a proprietary hybrid slot engine that maps live horse-race results to slot mechanics, which is planned to be deployed via BetMakers advance deposit wagering (ADW) offering from July, 2026;
• Rise Gaming (54 per cent), a vertically integrated studio with full IP ownership across the 24K Gold, Hot1 and Thunderways series;
• Hit Squad (37.5 per cent), a United States-focused omnichannel studio (Sweet 16 Blackjack ranked No. 9 on Eilers & Krejcik's U.S. Top Table Games -- April, 2026);
• Neotopia (24 per cent), a specialist creative studio aligned with Boomerang, providing premium art and design uplift across the portfolio.

Drayton's platform assets are:

• Arc Gaming, a proprietary content aggregation and distribution platform providing access to emerging markets, including the high-growth, high-barrier ADW gaming ecosystem. Arc Gaming is the exclusive aggregator for the BetMakers Tote platform, one of only three major tote platforms in the U.S. that distribute horse-racing data to ADW operators -- the data layer that powers ADW-driven slot content;
• Vision PlAI, a patent-pending artificial-intelligence-(AI)-powered software platform enabling data-driven game development, personalization and operator-specific content for Tier 1 operators;
• 3 Shores, a portfolio of performance marketing and affiliate assets focused on gaming customer acquisition.

Together, these assets will provide Bragg with 100-plus developed titles across the five studios; proprietary mechanics, including hybrid slot engines linked to live racing data; a balanced mix of recurring royalties and development revenues; and active pipelines with leading global distribution platforms -- positioning Bragg to capture value across the full i-gaming value chain, from content creation to end-user acquisition.

Importantly, entrance into the ADW content space through Dream Streak Gaming and Arc Gaming will potentially translate into Bragg achieving a greater than fivefold expansion of its U.S. market reach by unlocking markets in dozens of U.S. states where traditional on-line slots are not yet regulated. While traditional i-gaming is currently limited to seven U.S. states, ADW is available in over 30 states.

Strategic rationale

Bragg believes the transaction will:

• Increase Bragg's exposure to high-margin proprietary content that strengthens its ability to build an ecosystem that grabs attention, sparks deep engagement and thereby delivers a proven revenue engine; and also enables Bragg's expansion into emerging and adjacent gaming markets including ADW, which alone unlocks a potential 400-per-cent uplift in its U.S. market reach;
• Enhance its technology and AI capabilities; being smart where it matters and using cutting-edge data elevates player experience and therefore provides a commercial edge;
• Strengthen its long-term revenue growth and margin profile by reinforcing Bragg's brand strategy as a games-first industry force.

Appointment of Matt Davey as non-executive chairman

In connection with the closing of the transaction, Mr. Davey will be appointed non-executive chairman of Bragg, succeeding the company's current chair, Holly Gagnon, who will remain on the board as an independent director.

Mr. Davey brings deep knowledge of the gaming and sports betting market. The current founder and chairman of Tekkorp Capital, he has experience and expertise uniquely fitting for Bragg's rapid evolution into a games-first leader.

Earlier in his career, Mr. Davey acquired the small gaming company NYX Interactive, which he as CEO rebranded as NYX Gaming Group Ltd., turning it into one of the most influential firms in modern i-gaming history as it managed to redefine games aggregation and the distribution of content in the gaming space. The business was sold to Nasdaq-listed Scientific Games (now primarily operating as Light & Wonder Inc.) in 2018 for approximately $631-million (U.S.). As CEO of NYX Gaming, Mr. Davey developed a successful corporate strategy that generated significant revenue growth and acquired ten companies, including OpenBet, which is now one of the largest aggregators in the sports betting industry, powering over 200 of the world's largest operators -- including top-tier sportsbooks, lotteries and tribal operators -- processing billions of bets annually. Over his career, Mr. Davey has led multiple acquisitions and raised over $2-billion (U.S.) in capital and is widely recognized as a leading operator in the sector, including being named CEO of the Year at the 2018 Global Gaming Awards.

Since Mr. Davey's appointment as president and executive chair of BetMakers Technology Group (Australian Securities Exchange: BET) in January, 2023, he has engineered a significant turnaround, with the company's shares having experienced continuing upward momentum, driven by a strong update for the three month period ending March 31, 2026, reporting 12.6-per-cent year-on-year revenue growth and significantly improved EBITDA (earnings before interest, taxes, depreciation and amortization). As of May, 2026, BetMakers' stock is up over 65 per cent in the past 12 months.

Management commentary

Matevz Mazij commented:

"The acquisition of Drayton represents a highly strategic step forward for Bragg as we continue to expand our global footprint and invest in proprietary IP and technology, complemented by a renewed, progressive look for our brand. More than anything, this acquisition encapsulates our streamlined and coherent user-focused strategy.

"Over the last three years, we have systematically transformed our business into a global B2B leader. By prioritizing operational leverage, we have decoupled revenue growth from fixed costs, with the goal of ensuring that our expansion into high-growth markets like Brazil and the U.S. results in sustained margin expansion. We are no longer just a technology provider; we are a data-rich, content-games-first, user experience player and user-obsessed organization, leveraging intelligence to shorten production cycles and optimize the player journey through hyperpersonalized, data-driven engagement.

"We are energized by the commercial advantages inherent in doubling down on our customer obsession and commitment to crafting the best gaming worlds. This vision is fuelled by a unified data strategy that allows us to predict market trends and player needs with unrivalled precision.

"In that regard, we are excited that this transaction will mark our first entry into the emerging ADW space. By leveraging our remote games server technology, which is agile enough to rapidly adapt to alternative regulatory environments and the ADW framework, which turns parimutuel wagering into a high-engagement, digital-first entertainment experience, we will be able to meet player demand in dozens more U.S. states today than we could to date. In other words, the U.S. landscape is shifting, and we believe that Bragg's relative speed and regulatory agility is already beginning to translate into our being leaders rather than followers in the alternative markets space.

"Importantly, the appointment of Matt Davey as non-executive chairman will significantly strengthen our leadership team as we move forward with this bold new vision for Bragg. We believe that Matt's experience building and scaling global gaming platforms, particularly as a leader in innovating the distribution of gaming content, combined with his deep industry relationships, will be invaluable as we execute on this next phase of growth. With the right team, the right technology, and a clear games-first focus, Bragg is positioned to lead the future of the global gaming industry."

Holly Gagnon commented:

"It has been an honour and a privilege to serve on Bragg's board since 2021 and as chair since early last year.

"Moving forward, the board and management team will continue to be steadfast in our aim to increase shareholder value. To that end, as Matt is a gaming industry luminary who has earned my deep personal admiration and great professional respect, I am confident that I will be passing the chair's torch into the right hands."

Mr. Davey commented:

"Bragg has built a strong foundation as a global B2B i-gaming supplier and its planned acquisition of Drayton adds a highly complementary set of assets across games, technology and distribution that accelerate its new push to focus on being a data-rich, content-first, user-experience-obsessed organization. Bragg combines a potent combination of smart technology and brand heritage that is ready to scale into new markets with its growing number of Tier 1 partners.

"After discussions with Mr. Mazij, his team and other board members, I am excited to invest my time and energy to help accelerate growth, drive operational performance and enhance shareholder value. It's clear we have a first-rate team, premium i-gaming offering and now a new vibrant aesthetic which I'm confident will be attractive to the market."

About Bragg Gaming Group Inc.

Bragg Gaming Group is a leading i-gaming content and platform technology solutions provider serving on-line casino, sports betting and lottery operators with its proprietary, exclusive and aggregated casino games content, and its cutting-edge player account management (PAM) and player engagement 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 selection of exclusive titles from carefully selected casino games studio partners under the Powered by Bragg program. Games built on Bragg's remote games server (RGS) technology are distributed via the Bragg HUB content delivery platform and are available exclusively to Bragg customers. Bragg's powerful, modular PAM technology powers multiple leading i-gaming brands, and is supported by expert in-house managed, operational and marketing services. On-line casino games and products delivered via the Bragg HUB, either exclusively or from Bragg's extensive aggregated casino games portfolio, is managed from a single back-office, with a cutting-edge data platform and Bragg's award-winning Fuze player engagement tool set. Bragg is licensed, certified, or otherwise approved and operational in over 30 regulated i-gaming markets globally, including in the United States, Canada, Latin America and Europe.

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