Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) (“Bragg” or
the “Company”), a leading global B2B iGaming content and
technology provider, today announced it has reached an agreement
with its lenders, certain entities controlled by Doug Fallon, to
repay USD 5 million of its outstanding USD 7 million secured
promissory note and to extend the maturity of the remaining USD 2
million until June 6, 2025 (the “Note”).
The company is in the process of securing a new revolving credit
facility from a third-party lender. This facility is expected to
offer more favourable terms than the existing Note, including lower
borrowing costs and improved drawdown flexibility.
“This partial repayment and extension will further strengthen
our balance sheet and reflects our confidence in the business,”
said Robbie Bressler, CFO of Bragg. “With a reduced need for
working capital support, we’re focused on finalizing a new facility
to secure standby credit, allowing for greater financial
flexibility and enabling us to pursue strategic growth
opportunities.”
All other terms of the original Note remain unchanged. Bragg
intends to repay the remaining USD 2 million balance on or before
the amended June 6, 2025 maturity date.
MI 61-101 Disclosure
Doug Fallon is a related party to the Company as he is a senior
officer of the Company. The extension of the Note is considered to
be a “related party transaction” for purposes of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61- 101”). The Company is relying
on the exemption from the formal valuation requirement in section
5.4 of MI 61-101, and the minority shareholder approval requirement
in section 5.6 of MI 61-101, in reliance on section 5.5(a) and
5.7(1)(a) of MI 61-101, respectively, as at the time the extension
of the Note was agreed to, neither the fair market value of the
Note, nor the fair market value of the consideration payable to the
lenders under the Note exceeds 25% of the market capitalization of
the Company.
The Company notes that the extension of the Note is occurring
concurrently with this announcement and that it will not file a
material change report in respect of the related party transaction
at least 21 days before the extension of the Note. The Company
deems this circumstance reasonable in order to complete the
extension of the Note in an expeditious manner. The extension of
the Note has been unanimously approved by the Company’s board of
directors.
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: the Company
entering into a new debt facility and repayment of the Note; and
the impact on the Company’s strategic growth initiatives and
corporate vision and strategy. 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; and the anticipated size and/or revenue associated with
the gaming market globally. 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; that the Company may not
be able to execute a new debt facility with a third party lender;
risks associated with general economic conditions; adverse industry
events; future legislative and regulatory developments; 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 our
technology network including computer systems and software; natural
events such as severe weather, fires, floods and earthquakes; any
disruptions to operations as a result of the strategic alternatives
review process; 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.
About Bragg Gaming Group
Bragg Gaming Group (NASDAQ: BRAG, TSX: BRAG) is an iGaming
content and platform technology solutions provider serving online
and land-based gaming operators with its proprietary and exclusive
content, and cutting-edge player account management (“PAM”)
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 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 iCasino and sportsbook brands and is supported by
expert in-house managed, operational, and marketing services.
Content delivered via the Bragg HUB either exclusively or from the
Bragg aggregated games portfolio is managed from a single
back-office which is supported by 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 iCasino markets globally, including in the U.S,
Canada, LatAm and Europe.
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version on businesswire.com: https://www.businesswire.com/news/home/20250423178093/en/
For media enquiries or interview requests, please
contact: Robert Simmons, Head of Communications, Bragg Gaming
Group press@bragg.group
Investors: Robbie Bressler, Chief Financial Officer,
Bragg Gaming Group investors@bragg.group
OR
James Carbonara, Hayden IR (646)-755-7412 james@haydenir.com
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