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.