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:
- 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.
- MNP LLP was re-appointed as auditors of the Company.
- 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.
- 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.
- The shareholders of the Company confirmed, ratified, and
approved the new by-laws of the Company.
- 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:
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(i)
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900,000 restricted share units ("RSUs")
to certain non-executive directors of the Company;
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(ii)
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800,000 deferred
stock units ("DSUs") and 1,200,000 RSUs to certain senior
officers of the Company;
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(iii)
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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
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(iv)
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1,000,000 stock
options to certain advisors which are exercisable for five years at
a price of $0.78 per common share.
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Cancellation of Incentive Awards
The Company has also cancelled the following incentive awards
issued under the Company's old incentive plans:
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(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;
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(ii)
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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
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(iii)
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3,180,000 of DSUs
held by certain executive directors.
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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