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:
| (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.
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