Mr. Stephen Kilmer reports

BRAGG GAMING GROUP ANNOUNCES PRIVATE PLACEMENT WITH PARTICIPATION FROM INSIDERS AND DRAYTON INTERNATIONAL'S MATT DAVEY

Bragg Gaming Group Inc. expects to issue, by way of a non-brokered private placement, up to 751,445 subscription receipts at a price of $1.73 (U.S.) per subscription receipt for aggregate gross proceeds of up to approximately $1.3-million (U.S.) The issue price of $1.73 (U.S.) per subscription receipt is based on the closing price of the common shares of the company on the Nasdaq Stock Market LLC 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. Each warrant will be exercisable into one share for a period of 36 months from the closing of the transaction (as defined herein) at an exercise price of $2.16 (U.S.) per warrant share, subject to acceleration as described below.

The subscription receipts and the aggregate gross proceeds are subject to escrow 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.

In the event that the volume weighted average price of the shares on the Toronto Stock Exchange (or such other Canadian stock exchange on which the shares are listed for trading) equals or exceeds a price that is 25 per cent 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 news release and, in such case, the warrant expiry date will be deemed to be 5 p.m. Toronto time on the 30th day following the issuance of the warrant acceleration news release. Any warrant not exercised prior to the expiry of such 30-day notice period shall be forfeited and cancelled without compensation.

The net proceeds from the offering will primarily be used for general corporate and working capital purposes. The subscription receipts, shares, warrants and the shares issuable upon exercise of the warrants upon conversion will be subject to a statutory hold period in Canada of four months and one day after the closing of the offering and will also be restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act of 1933, as amended, and may not be transferred or resold other than in compliance with an exemption or exclusion from the registration requirements of the 1933 act.

Closing of the offering is expected to occur on or about June 19, 2026. The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX and the Nasdaq, and such further restrictions as may apply under foreign securities laws.

Each subscriber in the offering shall, as a condition of receiving shares and warrants, enter into a lock-up deed (or equivalent undertaking) pursuant to which they shall not, directly or indirectly, sell, transfer, dispose of, or otherwise deal in their shares, warrants or shares issuable upon the exercise of the warrants, for up to four months following closing of the transaction.

Insider participation

In connection the offering: (i) Robbie Bressler, chief financial officer of the company, intends to subscribe for up to 86,705 subscription receipts; (ii) Morten Tonnesen, chief operating officer of the company, intends to subscribe for up to 57,803 subscription receipts; and (iii) Thomas Winter, a director of the company, intends to subscribe for up to 57,803 subscription receipts. The insider participation in the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, for which the company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the securities to be issued to the insiders under the offering nor the consideration to be paid by the insiders exceeds 25 per cent of the company's market capitalization, in each case as determined under MI 61-101.

Furthermore, renowned gaming entrepreneur Matt Davey, founder and chairman of gaming-oriented investment fund, Tekkorp Capital, intends to subscribe for up to 115,607 subscription receipts. As previously announced, the company intends to appoint Mr. Davey as non-executive chairman of its board of directors upon completion of the transaction. Upon completion of the transaction and offering, Mr. Davey is expected to hold approximately 10 per cent of the issued and outstanding shares on a non-diluted basis.

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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