Global B2B gaming technology provider Bragg Gaming Group (TSX:BRAG, OTC: BRGGF) (“Bragg” or the “Company“) is pleased to announce that, in connection with the potential additional listing of the common shares in the capital of the Company (“Common Shares“) on the Nasdaq, and as approved by the shareholders of the Company at the annual and special meeting of shareholders held on April 28, 2021, the Company is implementing a consolidation (reverse stock split) of the Common Shares (“Consolidation“). The board of directors has determined that the Consolidation will be on the basis of one post-Consolidation Common Share for every ten pre-Consolidation Common Shares (1-for-10).
“The share consolidation is an important step in our U.S. expansion strategy,” said Adam Arviv, Interim CEO of Bragg Gaming. “It allows Bragg to list on the Nasdaq, which in turn provides the Company with increased flexibility, enhanced liquidity and a higher profile with potential investors. We’re pleased that the shareholders shared our vision.”
The Common Shares are expected to commence trading on the Toronto Stock Exchange on a post-Consolidation basis at the open of trading on May 5, 2021.
Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the Consolidation and instructing them to surrender their share certificates representing pre-Consolidation Common Shares for replacement certificates or a direct registration advice representing their post-Consolidation Common Shares. Until surrendered for exchange, following the effective date of the Consolidation, each share certificate formerly representing pre-Consolidation Common Shares will be deemed to represent the number of whole post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation.
If, as a result of the Consolidation, a shareholder would otherwise be entitled to a fraction of a Common Share in respect of the total aggregate number of pre-consolidation Common Shares held by such shareholder, no such fractional Common Share will be awarded. The aggregate number of Common Shares that such shareholder is entitled to will, if the fraction is less than one half of one share, be rounded down to the next closest whole number of Common Shares, and if the fraction is at least one half of one share, be rounded up to one whole Common Share.
The Company’s proposed Nasdaq listing is dependent on satisfying Nasdaq quantitative and qualitative listing standards and there is no assurance that such listing will be completed.
About Bragg Gaming Group
Bragg Gaming Group (TSX:BRAG, OTC: BRGGF) is a global B2B gaming technology provider. Since its inception in 2012, Bragg has developed, produced, marketed and licensed fully integrated solutions to more than 125 gaming and casino operators worldwide.
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, the acceptance of the Company’s application to Nasdaq and whether a liquid market for the Company’s common shares develops on Nasdaq, 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 favourable 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.
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