Bragg Gaming Group announces closing of private placement with participation from insiders and Drayton International’s Matt Davey
The company has completed a US$1.3m private placement through the issuance of 751,445 subscription receipts, with participation from company insiders and gaming industry executive Matt Davey.
Press release.- Bragg Gaming Group announced the closing of its previously announced non-brokered private placement of 751,445 subscription receipts at US$1.73 per Subscription Receipt for aggregate gross proceeds of approximately US$1,300,000. The issue price of US$1.73 per Subscription Receipt was based on the closing price of the common shares of the Company on the Nasdaq Stock Market LLC on May 29, 2026.
The Subscription Receipts and the aggregate gross proceeds remain 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, which is expected to close in the third quarter of 2026.
Upon the satisfaction of the Release Conditions, 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 at an exercise price of US$2.16 per Warrant Share, subject to acceleration as described below.
If the volume weighted average price of the Shares on the Toronto Stock Exchange 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 press release and, in such case, the Warrant Expiry Date will be deemed to be 5:00 p.m. (Toronto time) on the 30th day following the issuance of the Warrant Acceleration Press Release. Any Warrant not exercised before 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 are subject to a statutory hold period in Canada of four months and one day after the closing of the Offering and are also “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and may not be transferred or resold other than in compliance with an exemption or exclusion from the registration requirements of the 1933 Act.
Each subscriber in the Offering has agreed not to, directly or indirectly, sell, transfer, dispose of, or otherwise deal in their Shares, Warrants or Shares issuable upon the exercise of the Warrants, for four months following the closing of the Transaction.
Insider participation
In connection with the Offering, (i) Robbie Bressler, CFO of the company, subscribed for 86,704 Subscription Receipts; (ii) Morten Tonnesen, COO of the company, subscribed for 57,803 Subscription Receipts; and (iii) Thomas Winter, a director of the company, subscribed for 57,803 Subscription Receipts.
The insider participation in the Offering constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), for which the Company was 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 issued to the insiders under the Offering nor the consideration paid by the insiders exceeded 25 per cent of the Company’s market capitalisation, in each case as determined under MI 61-101. The Company did not file a material change report 21 days before the closing of the Offering, as the number of Subscription Receipts issued to insiders of the Company had not been confirmed at that time, and the Company wished to close the Offering as expeditiously as possible for sound business reasons. The material change report to be filed by the Company in connection with the closing of the Offering will contain additional details with respect to such insider participation in accordance with Canadian securities laws.
Furthermore, gaming entrepreneur Matt Davey, founder and chairman of gaming-oriented investment fund Tekkorp Capital, subscribed for 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.
