Bragg Gaming Group Accelerates Games-First Strategy with Acquisition of Drayton International

Joins Forces with Successful iGaming Luminary, Matt Davey

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TORONTO & LAS VEGAS--(BUSINESS WIRE)--Bragg Gaming Group (NASDAQ:BRAG; TSX:BRAG) (“Bragg” or the “Company”), a leading iGaming content and platform technology solutions provider, today announced that it has entered into a binding term sheet (“Term Sheet”) to acquire Drayton International (“Drayton”), 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 (“Board”) 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 1 million Bragg common shares in a private transaction with the Company’s CEO, Matevž 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% 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 iGaming 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% of the equity interests of Drayton for 4.5 million newly issued Bragg common shares priced at US$2.00 per share (the “Transaction”). 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 post-closing.

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.

The securities to be issued in connection with the Transaction have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act), and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Drayton’s Assets

Drayton is a multi-asset platform combining varying equity interests in five (5) game development studios with three (3) 100% owned technology and distribution platforms.

The studio portfolio comprises:

• Boomerang Studios (54.5% owned), the cash-generative anchor of the portfolio, with 80 titles to date and a debut listing on Eilers & Krejcik’s 2026 Top 50 US suppliers;
• Dream Streak Gaming (48.5%), 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%), a vertically integrated studio with full IP ownership across the 24K Gold, Hot1 and Thunderways series;
• Hit Squad (37.5%), a U.S.-focused omni-channel studio (Sweet 16 Blackjack ranked #9 on Eilers & Krejcik’s U.S. Top Table Games - April 2026); and
• Neotopia (24%), 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; and
• 3 Shores, a portfolio of performance marketing and affiliate assets focused on gaming customer acquisition.

Together, these assets will provide Bragg with 100+ 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 iGaming 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 five (5)-fold expansion of its U.S. market reach by unlocking markets in dozens of U.S. states where traditional online slots are not yet regulated. While traditional iGaming is currently limited to seven (7) 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% 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; and
• 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, Matt 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 & 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. (“NYX Gaming”), turning it into one of the most influential firms in modern iGaming 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 US$631 million. 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 US$2 billion 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 (ASX:BET) in January 2023, he has engineered a significant turnaround, with the company’s shares having experienced ongoing upward momentum, driven by a strong update for the three month period ending March 31, 2026, reporting 12.6% year-on-year revenue growth and significantly improved EBITDA. As of May 2026, BetMakers’ stock is up over 65% in the past 12 months.

Management Commentary

Matevž 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 hyper-personalized, 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 fueled by a unified data strategy that allows us to predict market trends and player needs with unrivaled 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 honor 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.”

Matt Davey commented:

“Bragg has built a strong foundation as a global B2B iGaming 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-one partners.

After discussions with Matevž, 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 iGaming offering, and now a new vibrant aesthetic which I’m confident will be attractive to the market.”

About Bragg Gaming Group

Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is a leading iGaming content and platform technology solutions provider serving online 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 iGaming brands and is supported by expert in-house managed, operational, and marketing services. Online 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 toolset. Bragg is licensed, certified, or otherwise approved and operational in over 30 regulated iGaming markets globally, including in the U.S., Canada, LatAm and Europe.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements”), including, without limitation, statements with respect to Bragg’s planned acquisition of Drayton; the expectation that a definitive acquisition agreement will be entered into and that the Transaction will close on the terms and timeline anticipated (including the approval of the listing of the Bragg common shares to be issued on the Toronto Stock Exchange and the Nasdaq); the anticipated impact of the acquisition on the Company’s strategic growth initiatives, corporate vision and strategy; the expected appointment of Matthew Davey as Non-Executive Chairman of the Board; the expectation that Drayton’s leadership and development teams will continue with the Company post-closing; the entrance of Bragg into the ADW content space in the U.S. market and timing, including increased access and expansion of customer base; the Company’s expectations of full ownership of Drayton’s portfolio studios over time; the Company’s anticipated expansion into high-growth markets including Brazil and the United States and expected sustained margin expansion; the Company’s belief that the Transaction will enhance its technology and AI capabilities; and the Company’s belief that the Transaction will strengthen its long-term revenue growth and margin profile by reinforcing Bragg’s brand strategy as a games-first industry force. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing readers to get a better understanding of the Company’s anticipated financial position, results of operations, and operating environment. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

All forward-looking statements contained in this news release reflect the Company’s beliefs and assumptions based on information available at the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. All of the Company’s forward-looking statements are qualified by the assumptions that are stated or inherent in such forward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable, this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the Company’s financial resources and liquidity; the regulatory regime governing the business of the Company; the operations of the Company; the products and services of the Company; the Company’s customers; the growth of the Company’s business; meeting minimum listing requirements of the stock exchanges on which the Company’s shares trade; the integration of technology; the anticipated size and/or revenue associated with the gaming market globally; the assumption that a definitive acquisition agreement with respect to the Drayton acquisition will be entered into on terms consistent with the binding letter of intent; the assumption that all customary closing conditions to the acquisition will be satisfied (including the approval of the listing of the Bragg common shares to be issued on the Toronto Stock Exchange and the Nasdaq); the assumption that any required gaming regulatory approvals will be obtained in applicable jurisdictions; the assumption that key Drayton personnel, including leadership and development teams, will remain post-closing; the assumption that the BetMakers ADW platform deployment will occur as planned in July 2026; and the assumption that third-party partners, including BetMakers, will continue to perform in a manner consistent with their historical results, notwithstanding that past performance of third parties is not indicative of future results.

Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the following: risks related to the Company’s business and financial position; the risk that the Company and Drayton may not enter into a definitive acquisition agreement or that the Transaction may not close on the anticipated timeline or at all (including the approval of the listing of the Bragg common shares to be issued on the Toronto Stock Exchange and the Nasdaq); risks related to the dilution to existing shareholders from the issuance of Bragg common shares as acquisition consideration; risks associated with gaming regulatory approvals, licensing requirements and compliance in multiple jurisdictions; risks related to the integration of Drayton’s assets, technology and personnel; risks related to reliance on third-party platforms, including BetMakers’ ADW offering, and the risk that such platforms may not perform as expected or may not be available on anticipated terms; risks associated with general economic conditions; risks related to the Company’s management; adverse industry events; future legislative and regulatory developments, including changes to gaming regulations in the United States, Canada, Brazil and other jurisdictions; the inability to access sufficient capital from internal and external sources; the inability to access sufficient capital on favorable terms; realization of growth estimates, income tax and regulatory matters; the ability of the Company to implement its business strategies; competition; economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices; changes in customer demand; disruptions to the Company’s technology network, including computer systems and software; natural events such as severe weather, fires, floods and earthquakes; and risks related to health pandemics and the outbreak of communicable diseases. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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