Bragg Gaming Announces Voting Results From Annual and Special Meeting of Shareholders

TORONTO, Dec. 2, 2020 /CNW/ - Bragg Gaming Group (TSXV: BRAG) (OTC: BRGGF) ("Bragg" or the "Company") held its annual and special meeting of shareholders on November 27, 2020 (the "Meeting").

The results for the Meeting are as follows:

1. Each of the six nominees listed in the management information circular of the Company was elected to the board of directors of the Company ("Board"), being Adam Arviv, Richard Carter, Paul Pathak, James Ryan, Rob Godfrey, and Matevž Mazij.
   
   
2. MNP LLP was re-appointed as auditors of the Company.
   
   
3. As previously announced by the Company on September 30, 2020, the conversion of the second and final earn-out payment of €22 million (approximately C$34,289,200) owing to K.A.V.O. Holdings Limited into 47,000,000 common shares of the Company ("Common Shares"), at a deemed conversion price of C$0.73, was approved at the Meeting.
   
   
4. The shareholders of the Company voted for a special resolution authorizing the Board to appoint one or more additional directors up to no more than two directors to hold office for a term expiring no later than the close of the next annual meeting.
   
   
5. The shareholders of the Company confirmed, ratified, and approved the new by-laws of the Company.
   
   
6. The shareholders of the Company approved an ordinary resolution to approve, adopt, and implement the Company's omnibus equity incentive plan ("Incentive Plan"). The Incentive Plan reserves 31,800,000 Common Shares for issuance.

Update on warrants

The Company also announces that of the 27,058,802 warrants issued in December 2018, 18,495,857 were exercised into Common Shares in the past 60 days and 8,562,945 expired. An aggregate of 19,456,928 warrants and 1,601,784 compensation options were exercised to raise an aggregate amount of C$15,604,175. The total gross proceeds from the recently completed bought deal offering was C$20,700,575. The gross proceeds received by the Company from the warrant exercises and the bought deal offering is C$36,304,750.

Grant of Incentive Awards

The Company also announces that, with the confirmation and approval of the Incentive Plan, the Board has granted:

(i)	900,000 restricted share units ("RSUs") to certain non-executive directors of the Company;
(ii)	800,000 deferred stock units ("DSUs") and 1,200,000 RSUs to certain senior officers of the Company;
(iii)	6,328,579 stock options to certain senior officers of the Company, which are exercisable for five years at a price of $0.78 per Common Share, with an additional 1,880,000 stock options to be granted by January 31, 2021 either as stock options or RSUs; and
(iv)	1,000,000 stock options to certain advisors which are exercisable for five years at a price of $0.78 per common share.

Cancellation of Incentive Awards

The Company has also cancelled the following incentive awards issued under the Company's old incentive plans:

(i)	500,000 stock options held by certain non-executive directors that were issued on March 15, 2019 and exercisable for five years at a price of $0.56 per Common Share;
(ii)	500,000 stock options held by certain executive directors that were issued on December 27, 2018 and exercisable for five years at a price of $0.56 per Common Share; and
(iii)	3,180,000 of DSUs held by certain executive directors.

Resignation of Chief Executive Officer

The Company also announces that it has accepted the resignation of Dominic Mansour as the Chief Executive Officer effective November 30, 2020. He has vacated all executive positions and resigned from the Board. Adam Arviv, the Interim Chief Executive Officer, will assume the role of Chief Executive Officer on a full-time basis.

About Bragg Gaming Group

Bragg Gaming Group Inc. is a next generation gaming group with cutting-edge technology, leading brands and world-class management expertise, developing into a global gaming force. Formed by a team of gaming industry experts, Bragg's main portfolio asset is ORYX Gaming, an innovative business-to-business gaming technology platform and casino content aggregator.

Through this brand and targeted acquisitions, Bragg is focused on becoming a leader within the evolving global gaming industry. Learn more at https://www.bragg.games.

Cautionary Statement Regarding Forward-Looking Information

This news release may contain forward-looking statements or "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"). 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 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 following: the impact of COVID-19 on the business of Bragg; the countercyclical growth of the business of Bragg; the regulatory regime governing the business of Bragg;  the operations of the Company; the products and services of the Company; Bragg's customers; acquisition opportunities; the growth of Bragg's business, which may not be achieved or realized within the time frames stated or at all; 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 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 Bragg to implement its business strategies; competition; economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices; the estimated size of the gaming market globally; changes in customer demand; disruptions to our 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, such as the current outbreak of COVID-19.

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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Bragg Gaming Group

For Bragg Gaming Group, contact: Yaniv Spielberg, CSO, Bragg Gaming Group, [phone], [email protected]; For investor inquiries, please contact: Tim Dawson, Bragg Gaming Group, [phone], [email protected]; For US investor inquiries, please contact: Laine Yonker, Edison Group, [phone], [email protected]