Exhibit 99.1

SHARE PURCHASE AGREEMENT

AMONG

BRAGG GAMING GROUP INC.

- and -

DRAYTON INTERNATIONAL

- and -

TEKKORP KAPITAL LLC

- and -

TEKKORP CONSOLIDATED HOLDINGS LP

- and -

DRAYTON HOLDINGS PTY LTD, as trustee of the DRAYTON HOLDINGS UNIT TRUST

- and –

80AMBER PTY LTD, as trustee of the 80AMBER TRUST

- and –

DAVID JOHNSON

- and -

MATTHEW DAVEY, in his capacity as Drayton Representative

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated the 13^th day of July, 2026

AMONG:

BRAGG GAMING GROUP INC., a corporation existing under the laws of Canada

(“Bragg”)

AND:

DRAYTON INTERNATIONAL, an exempted company existing under the laws of the Cayman Islands

(“Drayton”)

AND:

TEKKORP KAPITAL LLC, a Nevada limited liability company

(“Tekkorp”)

AND:

TEKKORP CONSOLIDATED HOLDINGS LP, a Delaware limited partnership

(“Tekkorp LP”)

AND:

DRAYTON HOLDINGS PTY LTD, as trustee of the DRAYTON HOLDINGS UNIT TRUST, a company incorporated under the laws of New South Wales, Australia

(“Drayton Holdings”)

AND:

80AMBER PTY LTD, as trustee of the 80AMBER TRUST, a company incorporated under the laws of New South Wales, Australia

(“80Amber”)

AND:

DAVID JOHNSON, an individual residing in Hampshire, United Kingdom

(“Johnson”)

AND:

MATTHEW DAVEY, an individual residing in Nevada, USA, in his capacity as Drayton Representative

(the “Drayton Representative”)

WHEREAS pursuant to a Letter of Intent (as defined herein), Bragg and Drayton proposed a transaction, whereby Bragg would acquire all of the issued and outstanding Drayton Shares (as defined herein) in exchange for the issuance of Bragg Shares (as defined herein), such that Drayton would become a wholly-owned subsidiary of Bragg;

AND WHEREAS the Principal Sellers (as defined herein) currently hold 3,669,738 Drayton Shares and the Non-Principal Sellers (as defined herein) currently hold 405,524 Drayton Shares, collectively representing all of the issued and outstating Drayton Shares;

AND WHEREAS in connection with the Acquisition (as defined herein), the Drayton Shareholders will transfer all of their Drayton Shares to Bragg in exchange for the issuance of 4,500,000 Bragg Shares, subject to adjustment as further set out herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing and of the mutual representations, warranties, covenants and agreements herein contained, the Parties hereto agree as follows:

Article 1
INTERPRETATION

1.1          Defined Terms

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions will have the following meanings:

provided that a Contract entered into by Drayton or a Drayton Subsidiary in the ordinary course of business (including, for greater certainty, game content licence, distribution, aggregation, publishing or similar revenue-generating agreements customary in the gaming industry) shall not be deemed to be a Material Contract solely by reason of subsection (iii), (iv) or (viii) above, notwithstanding the duration of, or termination rights under, such Contract;

1.2          Knowledge

Any reference herein to “the knowledge” of a Party will be deemed to mean, in the case of (i) a Principal Seller that is an individual, the actual knowledge of such Principal Seller, (ii) Tekkorp or Tekkorp LP, the actual knowledge, after having conducted a reasonable investigation and inquiry into the relevant subject matter, of Matthew Davey, (iii) Drayton Holdings, the actual knowledge, after having conducted a reasonable investigation and inquiry into the relevant subject matter, of Matthew Davey and Scott Smith, (iv) 80Amber, the actual knowledge, after having conducted a reasonable investigation and inquiry into the relevant subject matter, of Scott Smith, (v) Drayton or the Drayton Wholly-Owned Subsidiaries, the actual knowledge, after having conducted a reasonable investigation and inquiry into the relevant subject matter, of Matthew Davey and Scott Smith, (vi) Drayton Non-Wholly Owned Subsidiaries, the actual knowledge, after having conducted a reasonable investigation and inquiry (but only to the extent of Drayton’s direct or indirect ownership interest in, contractual rights with respect to, or access to information concerning, such Drayton Non-Wholly Owned Subsidiary), of Matthew Davey and Scott Smith, and (vii) Bragg, the actual knowledge, after having conducted a reasonable investigation and inquiry into the relevant subject matter, of Matevž Mazij and Robbie Bressler.

1.3          Schedules

The Schedule(s) listed in the table of contents to this Agreement and which are attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof.

1.4          Severability

Any article, section, subsection, schedule or other subdivision or any other provision of this Agreement which is, is deemed to be, or becomes void, illegal, invalid or unenforceable by a court or other lawful authority of competent jurisdiction shall be severable herefrom and ineffective to the extent of such voidability, illegality, invalidity or unenforceability, and shall not invalidate, affect or impair the remaining provisions of this Agreement, and any unenforceable provision shall to the extent permitted by law be replaced by a provision which, being valid, comes closest to the intention underlying the invalid, illegal and unenforceable provision.

1.5          Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the United States.

1.6          Choice of Law and Attornment

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein. The Parties agree that the courts of the Province of Ontario will have non-exclusive jurisdiction to determine all disputes and Claims arising between the Parties.

1.7          Interpretation

The division of this Agreement into articles, sections, paragraphs, subsections and clauses and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and the schedules hereto and not to any particular article, section, paragraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. Each Party acknowledges that it and its legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

1.8          Number and Gender

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

1.9          Time of Essence

Time shall be of the essence of the Termination Date and any other date specified herein for the performance of an obligation that is expressly stated to be subject to time being of the essence. In respect of all other dates and time periods specified herein, time shall not be of the essence.

1.10       Accounting Standards.

All accounting terms not specifically defined herein shall be construed in accordance with IFRS, as may be applicable and in force from time to time.

1.11       Appointment of Drayton Representative.

1.12        Acknowledgement Regarding Legal Counsel.

Each of the Principal Sellers acknowledges and agrees that DLA Piper (Canada) LLP has acted as legal counsel to Drayton in connection with this Agreement and the transactions contemplated herein, and has not acted as legal counsel to, and does not have a solicitor-client relationship with, any individual Principal Seller or Drayton Shareholder. Each Principal Seller acknowledges that it has been advised to retain, and has had the opportunity to retain, independent legal counsel to advise it in connection with this Agreement and the transactions contemplated herein, and that each Principal Seller has either (a) retained independent legal counsel or (b) voluntarily elected not to do so, having been fully advised of its right to do so. No Principal Seller shall assert any claim against DLA Piper (Canada) LLP arising out of or in connection with this Agreement or the transactions contemplated herein on the basis that DLA Piper (Canada) LLP owed any duty to such Principal Seller in its individual capacity.

Article 2
PURCHASE AND SALE OF SHARES

2.1          Purchase and Sale of Shares

Subject to the terms and conditions of this Agreement and compliance with all applicable Laws, at the Closing Time, the Drayton Shareholders shall transfer, sell and assign the Purchased Shares to Bragg and Bragg shall purchase such Purchased Shares and accept all right, title and interest of the Drayton Shareholders in and to such Purchased Shares.

2.2          Consideration

The aggregate consideration payable by Bragg for the Purchased Shares (the “Purchase Price”) shall be the fair market value thereof, which the Parties have determined to be $9,000,000, subject to adjustment in accordance with this Agreement. The Purchase Price shall be satisfied in full at the Closing Time by Bragg allotting and issuing to the Drayton Shareholders the Consideration Shares in accordance with the allocation set forth in Schedule “E” as duly authorized, fully paid and non-assessable Bragg Shares, free and clear of all Liens, except those imposed pursuant to applicable securities laws and the Lock-Up Agreements.

Article 3
REPRESENTATIONS AND WARRANTIES

Except as set out in the Disclosure Letter, Drayton hereby represents and warrants to Bragg, as follows, and acknowledges that Bragg is relying upon the accuracy of each of such representation and warranty in connection with the Acquisition and the completion of the other transactions contemplated herein. Notwithstanding the foregoing, for purposes of this Section 3.1, each representation and warranty given in respect of any Drayton Subsidiary shall be deemed to be given (a) in respect of each Drayton Wholly-Owned Subsidiary, without any knowledge qualification except where expressly stated, and (b) in respect of each Drayton Non-Wholly Owned Subsidiary, only to the knowledge of Drayton and only to the extent of Drayton’s direct or indirect ownership interest in, contractual rights with respect to, or access to information concerning, such Drayton Non-Wholly Owned Subsidiary; provided that any representation and warranty concerning Drayton’s direct or indirect ownership of equity interests in any Drayton Non-Wholly Owned Subsidiary shall be given without any knowledge qualification.

Drayton or one of the Drayton Subsidiaries owns (with good and marketable title) the assets used in the business of Drayton and the Drayton Subsidiaries as (i) presently conducted, (ii) free and clear of Liens other than Permitted Liens, and (iii) free and clear of any actual, pending or, to the knowledge of Drayton, threatened Claims.

Except for Bragg’s rights hereunder and the ROFR Agreements, no Person has any agreement, option, understanding or commitment, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including convertible securities, warrants or convertible obligations of any nature, for:

Except as set out in Schedule 3.1(9) of the Disclosure Letter, since December 31, 2025, each of Drayton and the Drayton Subsidiaries has carried on its business in the ordinary course and has not:

There are no actions, suits or judicial or administrative proceedings in progress, pending or, to the knowledge of Drayton, threatened, by or against or affecting Drayton, the Drayton Subsidiaries, or the Drayton Assets at law or in equity, or before or by any Governmental Entity. There is not presently outstanding against Drayton or any Drayton Subsidiary, any judgment, decree, injunction, or rule or Order of any Governmental Entity, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Drayton.

Drayton and each Drayton Subsidiary is in compliance in all material respects with all applicable Laws, Licenses and Permits, including Gaming Laws. Neither Drayton nor any Drayton Subsidiary has received any written notice that such company is in violation in any material respect of any Laws, Licenses or Permits, including Gaming Laws, and there has been no proceeding pending or, to the knowledge of Drayton, threatened, against Drayton or any Drayton Subsidiary whereby any Governmental Entity (including any Gaming Regulatory Authority) alleged or is alleging any failure to comply in any respect with any applicable Law, License or Permit.

The property and assets of Drayton and the Drayton Subsidiaries include all rights, assets and property necessary for the conduct of Drayton’s and the Drayton Subsidiaries’ businesses after the Closing substantially in the same manner as they were conducted prior to the Closing.

Neither Drayton nor any Drayton Subsidiary has retained any financial advisor, broker, agent or finder, or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or the Acquisition, or any transaction contemplated hereby.

(each, an “Employee Material Contract”).

There is no bankruptcy, liquidation, winding-up or other similar insolvency proceeding pending or in progress against Drayton or any Drayton Wholly-Owned Subsidiary and, to the knowledge of Drayton, no such proceeding has been threatened against Drayton or any Drayton Subsidiary before any court, regulatory or administrative agency or tribunal.

Neither Drayton nor any Drayton Wholly-Owned Subsidiary, and to the knowledge of Drayton, any Drayton Non-Wholly Owned Subsidiary, nor, to the knowledge of Drayton, any of their respective directors, officers, employees, agents or other Representatives acting at the direction or authorization of Drayton or any Drayton Wholly-Owned Subsidiary, has, in connection with the business of Drayton or any Drayton Subsidiary, violated any applicable anti-bribery or anti-corruption Laws, including the Corruption of Foreign Public Officials Act (Canada) or the Foreign Corrupt Practices Act (US), including:

Drayton and the Drayton Subsidiaries have complied in all material respects with all applicable Laws relating to privacy, data protection and cybersecurity in each jurisdiction in which they operate, except as would not, individually or in the aggregate, have a Material Adverse Effect on Drayton. To the knowledge of Drayton, there has been no material data breach, security incident or unauthorized access to personal data held by Drayton or any Drayton Subsidiary which would, individually or in the aggregate, have a Material Adverse Effect on Drayton.

Schedule 3.1(21) of the Disclosure Letter sets forth and describes all insurance liability policies currently maintained by the Drayton and the Drayton Subsidiaries, including a brief description of the type of insurance, the name of the insurer, policy number, coverage limits, amount of deductible, expiration date and annual premiums. Each of the insurance liability policies set forth in Schedule 3.1(21) of the Disclosure Letter are valid and subsisting and in good standing, there is no default thereunder and the Drayton and the Drayton Subsidiaries, as the case may be, are entitled to all rights and benefits thereunder, except as would not, individually or in the aggregate, have a Material Adverse Effect on Drayton.

Except for the representations and warranties contained in this Section 3.1 (including the related portions of the Disclosure Letter), neither Drayton nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Drayton, including any representation or warranty as to the accuracy or completeness of any information regarding Drayton furnished or made available to Bragg and its Representatives (including any information, documents or material made available to Bragg in any data room, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of Drayton, or any representation or warranty arising from statute or otherwise in Law.

3.2          Representations and Warranties by the Principal Sellers

Each Principal Seller hereby severally, and not jointly or jointly and severally, represents and warrants to Bragg as follows, and acknowledges that Bragg is relying upon the accuracy of each such representation and warranty in connection with the Acquisition and the completion of the other transactions contemplated herein.

Each Principal Seller is the legal and, where applicable, beneficial owner (or holds as trustee for the beneficial owners) of all issued and outstanding Drayton Shares set out opposite such Principal Seller’s name in Schedule 3.2(1) of the Principal Sellers Disclosure Letter and has good and valid title to them, free and clear of any Lien. Such Principal Seller has the absolute and exclusive right to sell such Drayton Shares to Bragg as contemplated by this Agreement.

Except for Bragg’s rights hereunder, no Person has any agreement, option, understanding or commitment, or any right or privilege (whether by Law, pre-emptive, contractual or otherwise) capable of becoming an agreement, option or commitment for the purchase from such Principal Seller of any of such Principal Seller’s Purchased Shares.

With respect to each Principal Seller that is a corporation, such Principal Seller is a corporation duly incorporated, organized and validly existing under the Laws of its jurisdiction of incorporation. Such Principal Seller has all necessary corporate power and authority to own and dispose of the Purchased Shares to Bragg. No act or proceeding has been taken or authorized by or against such Principal Seller by any other Person in connection with the dissolution, liquidation, winding up, bankruptcy or insolvency of such Principal Seller, and no such proceedings have been threatened by any other Person, except as would not adversely affect such Principal Seller’s ability to perform its obligations under this Agreement. With respect to each Principal Seller that is an individual, no act or proceeding has been taken or authorized by or against such Principal Seller by any other Person in connection with the bankruptcy or insolvency of such Principal Seller, and no such proceedings have been threatened by any other Person.

The execution, delivery and performance by such Principal Seller of this Agreement and the completion of the transactions contemplated hereby will not conflict with or result in a material violation or breach of, or default under, (a) if applicable, the constating documents of such Principal Seller, (b) any material Contract to which such Principal Seller is a party or by which such Principal Seller is bound, or (c) any applicable Law, Order or License, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to be material to such Principal Seller or prevent or materially delay the completion of the transactions contemplated hereby. No consent, approval, filing, notice or waiver is required to be obtained or made by such Principal Seller in connection with the execution, delivery or performance by such Principal Seller of this Agreement or the completion of the transactions contemplated hereby, except where the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to be material to such Principal Seller or prevent or materially delay the completion of the transactions contemplated hereby.

3.3          Representations and Warranties by Bragg

Bragg hereby represents and warrants to Drayton and the Principal Sellers as follows, and confirms that Drayton and the Principal Sellers are relying upon the accuracy of each of such representations and warranties in connection with the Acquisition and the completion of the other transactions contemplated herein:

Bragg has all necessary corporate power, authority and capacity to enter into this Agreement and to perform all of its obligations under this Agreement. Bragg has taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement. This Agreement constitutes a legal, valid and binding obligation of Bragg, enforceable against it in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally and (ii) the general principles of equity.

Bragg is not under any obligation, contractual or otherwise, to request or obtain the consent of any Person other than the approval of the Exchanges and the Bragg Lender Consent as contemplated under Section 5.1, and no Permits, Licenses, certifications, authorizations or approvals of, or notifications to, any Governmental Entity are required to be obtained by Bragg in connection with the execution, delivery or performance by Bragg of this Agreement or the completion of any of the transactions contemplated herein, except for such Permits, Licenses, certifications, authorizations, approvals and notifications the failure of which to obtain would not cause a Material Adverse Effect on Bragg, individually or in the aggregate.

The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by Bragg, and the completion of the transactions contemplated hereby, will not conflict with nor constitute or result in a violation or breach of or default under, or cause the termination or acceleration of any obligations of Bragg under:

in the case of (b) and (c), which breach, default or violation might reasonably be expected to result in a Material Adverse Effect on Bragg, individually or in the aggregate, or prevent or materially delay the completion of the transactions contemplated hereby.

Bragg is a reporting issuer in each of the provinces and territories of Canada, and the Bragg Shares are posted and listed for trading on the Exchanges. Bragg is not in material default under the Securities Act or the rules, by-laws or policies of the Exchanges. No Orders suspending the sale or ceasing the trading of any securities issued by Bragg have been issued by any regulatory authority, and no proceedings for such purpose are pending or, to the knowledge of Bragg, threatened.

Computershare Investor Services Inc. is Bragg’s duly appointed registrar and transfer agent in Canada.

There are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of the Bragg Shares.

The Bragg Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with previous years, are true, correct and complete in all respects and present fairly the financial condition of Bragg as of the dates thereof, including the assets and liabilities of Bragg as of the dates thereof, and the revenues, expenses and results of the operations of Bragg for the periods ended on the dates thereof.

Since December 31, 2025, the Public Record did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and complied in all material respects with all applicable Laws and the requirements of the Exchanges.

The operations of Bragg and its Subsidiaries have been, and are now conducted, in compliance in all material respects with all applicable Laws, including applicable Gaming Laws and the terms and conditions of all material Gaming Licenses held by Bragg or any of its Subsidiaries. To the knowledge of Bragg, no Gaming Regulatory Authority has notified Bragg or any of its Subsidiaries that it intends to revoke, suspend, not renew or materially modify any material Gaming License.

Bragg is not in material default or material breach of any of its obligations under any material contract (as such term is defined under National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) to which Bragg is a party or by which it is bound and there exists no state of facts which, after notice or lapse of time or both, would constitute such a material default or material breach. All such material contracts are now in good standing and in full force and effect without amendment thereto. Bragg is entitled to all benefits thereunder and, to its knowledge, the other parties to such material contracts are not in default or breach that would have a Material Adverse Effect on Bragg.

Except as disclosed in the Bragg Financial Statements, in the Public Record or as disclosed in Section 3.3(14) of the Bragg Disclosure Letter, there are no material actions, suits or judicial or administrative proceedings in progress, pending or, to the knowledge of Bragg, threatened, by or against or affecting Bragg, its Subsidiaries or the assets of Bragg at law or in equity, or before or by any Governmental Entity, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Bragg. There is not presently outstanding against Bragg or any of its Subsidiaries any judgment, decree, injunction, rule or Order of any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Bragg.

Bragg has prepared and filed when due with each relevant Governmental Entity all material Tax Returns required to be filed by or on behalf of it in respect of any material Taxes. All such material Tax Returns are correct and complete in all material respects, and no material fact has been omitted therefrom. Bragg has paid in full and when due all material Taxes required to be paid by it, whether or not such Taxes are shown on a Tax Return or on any assessments or reassessments. No assessments or reassessments of the material Taxes of Bragg are currently the subject of an objection or appeal, no audit by any Governmental Entity of Bragg with respect to material Taxes is currently ongoing, and there are no outstanding issues which have been raised and communicated to Bragg by any Governmental Entity relating to material Taxes. Bragg has not executed or filed with any Governmental Entity any agreement or waiver extending the period for assessment, reassessment or collection of any material Taxes. Bragg has withheld from each payment made to any Person all material amounts required by law to be withheld and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Entity.

Bragg has complied in all material respects with all applicable Laws relating to privacy, data protection and cybersecurity in each jurisdiction in which it operates, except as would not, individually or in the aggregate, have a Material Adverse Effect on Bragg. To the knowledge of Bragg, except as disclosed in the Public Record, there has been no material data breach, security incident or unauthorized access to personal data held by Bragg which would, individually or in the aggregate, have a Material Adverse Effect on Bragg.

Except as disclosed in the Bragg Financial Statements or in the Public Record, Bragg does not have any material liabilities (whether absolute, accrued, contingent or otherwise) of any kind whatsoever, other than liabilities that arose or accrued in the ordinary course of business.

Except as disclosed in Section 3.3(18) of the Bragg Disclosure Letter, Bragg has not retained any financial advisor, broker, agent or finder, or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or the Acquisition, or any transaction contemplated hereby.

Since the date of the Bragg Financial Statements most recently filed with the Securities Authorities, there has been no Material Adverse Effect on Bragg.

Except as disclosed in the Public Record, there are no agreements, arrangements or understandings (whether written or oral) between Bragg and any shareholder, activist, or third party that could reasonably be expected to adversely affect the governance or strategic direction of Bragg or the rights or entitlements attaching to the Consideration Shares.

Article 4
COVENANTS

4.1          Covenants by Drayton

Drayton hereby covenants to Bragg as follows:

and, for the avoidance of doubt, Drayton shall not be in breach of any covenant in this Section 4.1(d) in respect of any Drayton Non-Wholly Owned Subsidiary to the extent that Drayton does not have the contractual right to prevent or control the relevant action.

Nothing in this Agreement, including any of the restrictions set forth in this Section 4.1(d), shall be interpreted in such a way as to place Drayton or any Drayton Subsidiary in violation of applicable Law. For greater certainty, Bragg’s failure to respond to a written request for consent under this Section 4.1(d) within five (5) Business Days following delivery of such request (which request shall specifically reference this deemed consent provision) shall be deemed to constitute consent of Bragg with respect to the matter described in such request.

4.2          Covenants by Bragg

Bragg hereby covenants to Drayton as follows:

4.3          Mutual Covenants – Required Regulatory Approvals

Each of Drayton and Bragg hereby mutually covenant to use commercially reasonable efforts to assist in obtaining all Required Regulatory Approvals (including, but not limited to, approvals required pursuant to Gaming Licenses) and Required Consents required to be obtained, and with the completion and filing of all reports and documents, required to be completed and filed, in respect of the transactions contemplated by this Agreement.

4.4          Exclusive Dealing

4.5          Public Disclosure; Confidentiality

Article 5
CONDITIONS

5.1          Mutual Conditions Precedent of Bragg, Drayton and the Principal Sellers

The respective obligations of Bragg, Drayton and the Principal Sellers hereto to consummate the transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Time, of the following conditions, any of which may be waived by the mutual consent of such parties without prejudice to their rights to rely on any other or others of such conditions:

5.2          Conditions to the Obligations of Bragg

Notwithstanding anything herein contained, the obligations of Bragg to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Closing Time:

5.3          Conditions to the Obligations of Drayton and the Principal Sellers

Notwithstanding anything herein contained, the obligations of Drayton and the Principal Sellers to complete the transactions provided for herein will be subject to the fulfilment of the following conditions at or prior to the Closing Time:

The conditions contained in this Section 5.3 hereof are inserted for the exclusive benefit of Drayton and the Principal Sellers and may be waived in whole or in part by Drayton or the Principal Sellers as the case may be, at any time; provided that neither Drayton nor the Principal Sellers may rely on the failure of any condition set forth in this Section 5.3 if such failure was caused by, or is a result of, a breach by Drayton or the Principal Sellers of any of their representations, warranties, covenants or agreements under this Agreement. Bragg acknowledges that the waiver by Drayton or the Principal Sellers, as the case may be, of any condition or any part of any condition will constitute a waiver only of such condition or such part of such condition, as the case may be, and will not constitute a waiver of any covenant, agreement, representation or warranty made by Bragg herein that corresponds or is related to such condition or such part of such condition, as the case may be.

Article 6
CLOSING

6.1          Closing Date

Closing shall occur on the date (the “Closing Date”) which is five (5) Business Days following the day upon which all conditions to Closing set forth in Article 5 (excluding those conditions which by their terms can only be satisfied at the Closing) have been satisfied or waived, or such earlier or later date as Bragg and the Drayton Representative may agree.

6.2          Deliveries on Closing

6.3          Closing Arrangements

Subject to the terms and conditions hereof, the transactions contemplated herein will be completed at the Closing Time through electronic exchange of documents.

Article 7
INDEMNIFICATION

7.1          Indemnification by Principal Sellers

7.2          Indemnification by Bragg

7.3          Provisions Relating to Indemnity Claims

provided, however, that notwithstanding the foregoing time limitations set out in Sections 7.4(1)(a) through 7.4(1)(c), in the event of fraud or willful breach by a Principal Seller, the Bragg Indemnified Persons shall be entitled to deliver a Claim Notice at any time for purposes of such a Claim, in accordance with Section 7.1(6), only as against the Principal Seller(s) who personally committed, participated in, or had actual knowledge of such fraud or willful breach.

Article 8
AMENDMENT AND TERMINATION OF AGREEMENT

This Agreement may, at any time and from time to time, be amended by written agreement of the Parties hereto without, subject to applicable Law, further notice to or authorization on the part of their respective shareholders and any such amendment may, without limitation:

provided that no such amendment shall change the provisions hereof regarding the consideration to be received by the Drayton Shareholders without approval by all Drayton Shareholders.

Article 9
GENERAL PROVISIONS

Each Party hereby covenants and agrees that at any time and from time to time it will use commercially reasonable efforts to, upon the request of another, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Any notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder to any Party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:

Notices shall be sent to the following addresses or email addresses:

[REDACTED – CONTACT INFORMATION]

Attention: Matthew Davey

E-mail: [REDACTED – PERSONAL INFORMATION]

with a copy to:

DLA Piper (Canada) LLP

1133 Melville Street, Suite 2700

Vancouver, British Columbia V6E 4E5

Attention: Denis Silva and Sydney Kert

E-mail: [REDACTED – PERSONAL INFORMATION]

Bragg Gaming Group Inc.

130 King Street West, Suite 1955

Toronto, Ontario M5X 1E3

Attention: Matevž Mazij and Robbie Bressler

E-mail: [REDACTED – PERSONAL INFORMATION]

with a copy to:

Blake, Cassels & Graydon LLP

199 Bay Street, Suite 4000

Toronto, Ontario M5L 1A9

Attention: Alex Moore and Linda Tu

Email: [REDACTED – PERSONAL INFORMATION]

Tekkorp Kapital LLC

[REDACTED – CONTACT INFORMATION]

Attention: Matthew Davey

E-mail: [REDACTED – PERSONAL INFORMATION]

Tekkorp Consolidated Holdings LP

[REDACTED – CONTACT INFORMATION]

Attention: Matthew Davey

E-mail: [REDACTED – PERSONAL INFORMATION]

Drayton Holdings Pty Ltd.

[REDACTED – CONTACT INFORMATION]

Attention: Scott Smith

E-mail: [REDACTED – PERSONAL INFORMATION]

80Amber Pty Ltd.

[REDACTED – CONTACT INFORMATION]

Attention: Scott Smith

E-mail: [REDACTED – PERSONAL INFORMATION]

David Johnson

[REDACTED – PERSONAL INFORMATION]

Attention: David Johnson

E-mail: [REDACTED – PERSONAL INFORMATION]

or to such other address or email addresses as the Party entitled to or receiving such notice, designation, communication, request, demand or other document, by a notice given in accordance with this Section, has communicated to the Party giving or sending or delivering such notice, designation, communication, request, demand or other document.

Any notice, designation, communication, request, demand or other document given or sent or delivered as aforesaid will:

This Agreement may be executed in several counterparts and delivered by electronic transmission, each of which so executed will be deemed to be an original, and such counterparts together will constitute but one and the same instrument. A signed copy of this Agreement delivered by electronic mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Except as otherwise provided herein, each of the Parties hereto will bear all expenses incurred by it in connection with this Agreement including, without limitation, the charges of their respective counsel, accountants, financial advisors and finders.

The rights of Drayton and the Principal Sellers hereunder are not assignable without the written consent of Bragg. The rights of Bragg hereunder are not assignable without the written consent of Drayton and the Principal Sellers. No assignment shall relieve the assigning Party of any of its obligations hereunder.

This Agreement will be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

This Agreement (including the schedules hereto), together with the Disclosure Letter, the Principal Sellers Disclosure Letter and the Bragg Disclosure Letter, constitutes the entire agreement among the Parties hereto and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof, including without limitation, the Letter of Intent. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. None of the Parties hereto will be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement, documents and instruments to be delivered on or before the Closing Date pursuant to this Agreement. The Parties hereto further acknowledge and agree that, in entering into this Agreement and in delivering the documents and instruments to be delivered on or before the Closing Date, they have not in any way relied, and will not in any way rely, upon any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings, express or implied, not specifically set forth in this Agreement or in such documents or instruments.

Any Party hereto which is entitled to the benefits of this Agreement may, and has the right to, waive any term or condition hereof at any time on or prior to the Closing Time; provided, however, that such waiver must be evidenced by written instrument duly executed on behalf of such Party. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

The Parties acknowledge that an award of money damages may be inadequate for any breach of the obligations undertaken by the Parties and that the Parties shall be entitled, without the requirement of posting a bond or other security, to seek injunctive and other equitable relief to prevent breaches of this Agreement or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, including seeking an Order of specific performance, and each Party shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. In the event of any action to enforce the provisions of this Agreement, each of the Parties waives the defense that there is an adequate remedy at law. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or in equity to each of the Parties.

[BALANCE OF THIS PAGE TO REMAIN BLANK]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[Signature Page – Share Purchase Agreement]

[Signature Page – Share Purchase Agreement]

Schedule “A”

Form of Lock-Up Agreement

FORM OF LOCK-UP AGREEMENT

This lock-up agreement (the “Agreement”) made the ● day of ●, 2026 among the undersigned securityholder executing this Agreement (the “undersigned”) and Bragg Gaming Group Inc., a corporation incorporated under the federal laws of Canada (“Bragg”).

All capitalized terms used in this Agreement and not otherwise ‎defined shall have the meaning assigned to them in the Share Purchase Agreement. Section 9.2 of the Share Purchase Agreement is incorporated by reference herein.

Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural and any other gender, masculine feminine or neutral, as the context requires.

WHEREAS:

A.            pursuant to a share purchase agreement (the “Share Purchase Agreement”) dated July 13, 2026 between Bragg, Drayton International, Tekkorp Kapital LLC, Tekkorp Consolidated Holdings LP, Drayton Holdings PTY Ltd., as trustee of the Drayton Holdings Unit Trust, 80 Amber PTY Ltd., as trustee of the 80Amber Trust, David Johnson, and Matthew Davey, in his capacity as Drayton Representative, Bragg agreed to acquire the Purchased Shares in exchange for the Purchase Price, to be satisfied by the Consideration Shares (the “Transaction”); and

B.            in connection with the Transaction and in accordance with the terms of the Share Purchase Agreement, the undersigned has agreed, among other things, to abide by the restrictions and covenants pertaining to the Consideration Shares as set forth herein.

THIS AGREEMENT WITNESSES THAT in consideration of the benefit that the Transaction has conferred upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees as follows:

¹ To be included for Tekkorp Kapital LLC and Tekkorp Consolidated Holdings LP.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first written above.

Schedule “B”

Voting and Standstill Agreement

FORM OF STANDSTILL AND VOTING AGREEMENT

THIS AGREEMENT is made as of [●], 2026.

BETWEEN:

BRAGG GAMING GROUP INC., a corporation existing under the federal laws of Canada (“Bragg”)

AND:

TEKKORP KAPITAL LLC, a Nevada limited liability company

(“Tekkorp”)

AND:

TEKKORP CONSOLIDATED HOLDINGS LP, a Delaware limited partnership

(“Tekkorp LP” and together with Tekkorp, the “Securityholders”)

RECITALS:

NOW THEREFORE, in consideration of the mutual covenants in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereto agree as follows:

Article 1
INTERPRETATION

In this Agreement, the following terms shall have the following meanings, and grammatical variations shall have the respective corresponding meanings:

“Affiliate” shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling or controlled by a Securityholder.

“Agreement” means this agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“beneficial ownership” has the meaning ascribed thereto under the Securities Act (Ontario), as amended, and the rules, regulations and policies made thereunder, and for the purposes of this Agreement, a Person shall be deemed to “beneficially own” or have “beneficial ownership” of any securities: (i) which such Person or any of its Affiliates owns, directly or indirectly; (ii) which such Person or any of its Affiliates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (iii) over which such Person or any of its Affiliates exercises control or direction, and the terms “beneficially owned”, “beneficially owning” and similar terms shall have corresponding meanings.

“Board” means the board of directors of Bragg.

“Bragg” has the meaning ascribed thereto in the preamble of this Agreement.

“Bragg Shares” means the common shares in the capital of Bragg.

“Consideration Shares” has the meaning ascribed thereto in the Share Purchase Agreement.

“control” means, when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person at the relevant time of shares of that corporation carrying the greater of (i) a majority of the voting rights ordinarily exercisable at meetings of shareholders of that corporation, and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of that corporation that are sufficient to elect a majority of the directors, and, when applied to the relationship between a Person and a partnership, limited partnership, trust, joint venture or other entity, means the beneficial ownership by that Person at the relevant time of more than 50% of the ownership interests of the partnership, limited partnership, trust, joint venture or other entity, or the contractual right to direct the affairs of the partnership, limited partnership, trust, joint venture or other entity; and the words “controlled by”, “controlling” and similar words have corresponding meanings; provided, that a Person who controls a corporation, partnership, limited partnership, joint venture or other entity will be deemed to control a corporation, partnership, limited partnership, trust, joint venture or other entity which is controlled by such Person and so on.

“Exchanges” means the Toronto Stock Exchange and the Nasdaq Stock Market LLC.

“Meeting” means an annual general meeting of shareholders of Bragg to be held at which directors are to be elected.

“Meeting Nominees” means those nominees as determined by the Board for election as directors of Bragg at a Meeting.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government, syndicate or other entity, whether or not having legal status.

“Representatives” means, in relation to a party to this Agreement, its Affiliates and its and their respective directors, officers, employees, agents, professional advisors and other Persons in similar capacity.

“Restricted Period” means the period commencing as of the date of this Agreement and ending on the later of: (i) June 30, 2027; and (ii) the date that is 12 months following the closing date under the Share Purchase Agreement.

“Securityholders” has the meaning ascribed thereto in the preamble of this Agreement.

“Share Purchase Agreement” means the share purchase agreement dated July 13, 2026 among Bragg, Drayton International, the Principal Sellers (as defined therein) and Matthew Davey, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Subject Securities” means: (i) all securities of Bragg (including all Bragg Shares, all options, warrants, and other rights to purchase Bragg Shares and any securities issued or exchanged with respect to such Bragg Shares) beneficially owned or controlled, directly or indirectly, by the Securityholders as of the date of this Agreement; and (ii) all additional securities of Bragg (including all additional Bragg Shares, all options, warrants, and other rights to purchase Bragg Shares and any securities issued or exchanged with respect to such Bragg Shares) that the Securityholders acquire beneficial ownership of or control over, directly or indirectly, during the Restricted Period.

“Third Party Bid” has the meaning ascribed thereto in Section 2.2(a).

The division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

All references to dollars, or to $, are expressed in United States currency except as otherwise indicated.

Any reference to gender includes all genders. Words importing the singular number only shall include the plural and vice versa.

The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) “Article” and “Section” followed by a number mean and refer to the specified Article or Section of this Agreement.

Any reference to a Person includes its heirs, administrators, executors, legal personal, Representatives, successors and permitted assigns.

Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws thereof that would result in the application of the laws of any other jurisdiction. The parties agree that the courts of the Province of Ontario will have non-exclusive jurisdiction to determine all disputes and claims arising between the parties.

Article 2
COVENANTS

Notwithstanding the foregoing, the restrictions in Section 2.2(a) shall automatically cease to apply upon the public announcement of a bona fide take-over bid (within the meaning of applicable securities laws) for outstanding Bragg Shares by a third party that is not an Affiliate of any Securityholder (a “Third Party Bid”), and shall remain suspended for so long as such Third Party Bid remains outstanding, provided that such restrictions shall be automatically reinstated if such Third Party Bid is withdrawn, expires without being completed, or is otherwise terminated. Notwithstanding anything in this Section 2.2 to the contrary, nothing herein shall restrict any Securityholder or any of its Representatives from tendering Bragg Shares, receiving consideration, or otherwise participating in any Change of Control Transaction that has been approved or recommended by the Board, on the same basis as other holders of Bragg Shares.

Except as required by law, including applicable securities laws or the rules and policies of any stock exchange, none of the parties hereto shall make any public statements (including any publicly available filing with any securities regulators or any other regulatory or governmental agency, including any stock exchange) regarding this Agreement and, for greater certainty, the Securityholder shall not issue its own press release or comment publicly on this Agreement. The parties acknowledge that Bragg may, if required by applicable law, file a copy of this Agreement on SEDAR+ or EDGAR, provided, that, the Securityholders shall be provided with reasonable notice prior to dissemination and Bragg shall incorporate any reasonable edits or redactions proposed by the Securityholders. The Securityholders acknowledge that the contents of this Agreement may be described in material change reports, information circulars, annual information forms and other filings with the applicable securities regulators.

Article 3
REPRESENTATIONS AND WARRANTIES

Each Securityholder represents and warrants to Bragg (and acknowledges that Bragg is relying on these representations and warranties in completing the transactions contemplated hereby) the matters set out below:

Bragg hereby represents and warrants to the Securityholders (and acknowledges that the Securityholders are relying on these representations and warranties in completing the transactions contemplated by this Agreement) the matters set out below:

Article 4
GENERAL

Except as set forth herein or as Bragg and the Securityholders may otherwise agree in writing, the provisions of this Agreement shall terminate upon, and this Agreement shall remain in full force and effect and shall be fully binding on the parties hereto in accordance with the provisions hereof until the conclusion of the Restricted Period. Article 4 shall survive the termination of this Agreement and continue in effect without limitation of time. The obligations of the Securityholders under Sections 2.1(a) and (b) shall automatically terminate if the Securityholders’ nominee voluntarily resigns from the Board. Furthermore, the Restricted Period shall automatically terminate if (a) the Securityholders’ nominee ceases to be a member of the Board for any reason other than voluntary resignation by the nominee, (b) Bragg fails to nominate the Securityholders’ nominee for election as a director at any Meeting, (c) Bragg ceases to have any class of securities listed for trading on any recognized stock exchange in Canada or a national securities exchange in the United States, or (d) a Change of Control Transaction is completed in respect of Bragg.

Time is of the essence in the performance of the parties’ respective obligations.

This Agreement may be amended only by a written agreement executed by the parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective. No waiver of any term or provision of this Agreement shall be construed as a further or continuing waiver of such term or provision or any other term or provision.

Each of the parties acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached and that such injury may not be adequately compensable in monetary damages. It is accordingly agreed that each party shall, in addition to any other remedy to which they may be entitled at law or in equity, each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other parties hereto will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions, whether written or oral. There are no conditions, restrictions, agreements, promises, representations, warranties, covenants or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided herein.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. No party to this Agreement may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other parties.

Each party shall pay all fees, costs and expenses incurred by such party in connection with this Agreement.

The Securityholders acknowledge that they have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

Each of the parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party’s cost (it being agreed that the requesting party will only be responsible for the reasonable, out-of-pocket costs incurred by the incurring party) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic means) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

[Signature page follows]

IN WITNESS OF WHICH the parties have executed this Agreement as of the date first written above.

[Signature page to Form of Standstill and Voting Agreement]

SCHEDULE A

BRAGG SECURITIES

Schedule “C”

Form of Share Transfer

FORM OF SHARE TRANSFER

DATE: [•], 2026

FOR VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers to BRAGG GAMING GROUP INC. (the “Transferee”) ______ shares of a par value of US$0.01 each (the “Shares”) of DRAYTON INTERNATIONAL, an exempted company incorporated in the Cayman Islands (the “Corporation”), registered in the name of the Transferor.

The Transferor represents and warrants to the Transferee, as of the date hereof, that:

This share transfer may be executed and delivered electronically, and any such electronic execution and delivery shall be as valid and effective as an original signature and physical delivery.

[Signature Page Follows]

² To be included for corporate transferor.

³ To be included for corporate transferor.

⁴ To be included for non-Canadian transferor.

Schedule “D”

Form of Resignation and Mutual Release

FORM OF RESIGNATION AND MUTUAL RELEASE

[Signature Page Follows]

DATED as of the date first written above.

Schedule “E”

Consideration Allocation Schedule

⁵ 452,807 Drayton Shares held by Tekkorp Consolidated Holdings LP (62.25% of the shareholders’ holdings) were issued on June 30, 2026, and therefore the corresponding 500,000 Consideration Shares to be issued at Closing in consideration for those 452,807 Drayton Shares will be subject to a statutory four month and a day hold period under Canadian securities laws until October 31, 2026.