BRAGG GAMING GROUP INC., 40-F filed on 3/26/2024
Annual Report (foreign private issuer)
v3.24.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2023
shares
Entity Addresses [Line Items]  
Document Type 40-F
Document Registration Statement false
Document Annual Report true
Document Period End Date Dec. 31, 2023
Entity File Number 001-40759
Entity Registrant Name Bragg Gaming Group Inc.
Entity Incorporation, State or Country Code CA
Entity Primary SIC Number 7379
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One 130 King Street West, Suite 1955
Entity Address, City or Town Toronto
Entity Address State Or Province ON
Entity Address, Postal Zip Code M5X 1E3
City Area Code 647
Local Phone Number 800-2282
Title of 12(b) Security Common Shares, no par value
Trading Symbol BRAG
Security Exchange Name NASDAQ
Annual Information Form true
Audited Annual Financial Statements true
ICFR Auditor Attestation Flag false
Error correction flag false
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Common Stock, Shares Outstanding 23,003,552
Entity Central Index Key 0001867834
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2023
Document Fiscal Period Focus FY
Amendment Flag false
Auditor Name MNP LLP
Auditor Firm ID 1930
Auditor Location Toronto, Ontario
Business Contact [Member]  
Entity Addresses [Line Items]  
Contact Personnel Name Puglisi & Associates
Entity Address, Address Line One 850 Library Avenue, Suite 204
Entity Address, City or Town Newark
Entity Address State Or Province DE
Entity Address, Postal Zip Code 19711
City Area Code 302
Local Phone Number 738-6680
v3.24.1
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - EUR (€)
€ in Thousands, shares in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS    
Revenue € 93,519 € 84,734
Cost of revenue (43,580) (39,652)
Gross Profit 49,939 45,082
Selling, general and administrative expenses (50,824) (46,764)
(Loss) gain on remeasurement of derivative liability (47) 13
Gain on settlement of convertible debt 595  
(Loss) gain on remeasurement of deferred consideration (440) 804
Gain on remeasurement of consideration receivable   37
Operating (Loss) (777) (828)
Net interest expense and other financing charges (2,149) (1,098)
(Loss) Before Income Taxes (2,926) (1,926)
Income taxes (910) (1,558)
Net (Loss) (3,836) (3,484)
Items to be reclassified to net (loss):    
Cumulative translation adjustment (1,174) 1,525
Items that will not be reclassified to net (loss):    
Remeasurement of employee obligations (3) 85
Net Comprehensive (Loss) € (5,013) € (1,874)
Basic and Diluted (Loss) Per Share    
Basic (Loss) Per Share € (0.17) € (0.16)
Diluted (Loss) Per Share € (0.17) € (0.16)
Weighted average number of shares - basic 22.6 21.4
Weighted average number of shares - diluted 22.6 21.4
v3.24.1
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
€ in Thousands, $ in Thousands
Dec. 31, 2023
EUR (€)
Dec. 31, 2022
EUR (€)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION    
Cash and cash equivalents € 8,796 € 11,287
Trade and other receivables 18,641 16,628
Prepaid expenses and other assets 1,655 1,823
Total Current Assets 29,092 29,738
Property and equipment 640 660
Right-of-use assets 3,233 576
Intangible assets 38,133 41,705
Goodwill 31,921 31,662
Other assets 348 47
Total Assets 103,367 104,388
Trade payables and other liabilities 21,846 19,549
Deferred revenue   746
Income taxes payable 917 1,113
Lease obligations on right of use assets 709 294
Deferred consideration 1,513 1,176
Derivative liability 471 1,320
Convertible debt 2,445  
Loans payable   109
Total Current Liabilities 27,901 24,307
Deferred income tax liabilities 852 1,201
Lease obligations on right of use assets 2,568 344
Convertible debt   6,648
Deferred consideration 1,426 2,121
Other non-current liabilities 373 233
Total Liabilities 33,120 34,854
Share capital 120,015 109,902
Broker warrants   38
Shares to be issued 3,491 6,982
Contributed surplus 19,887 20,745
Accumulated deficit (76,063) (72,227)
Accumulated other comprehensive income 2,917 4,094
Total Equity 70,247 69,534
Total Liabilities and Equity € 103,367 € 104,388
v3.24.1
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - EUR (€)
€ in Thousands
Share capital
Shares to be issued
Broker warrants
Contributed surplus
Accumulated Deficit
Accumulated other comprehensive income (loss)
Total
Beginning Balance at Dec. 31, 2021 € 100,285 € 13,746 € 38 € 18,385 € (68,743) € 2,484 € 66,195
Shares issued as consideration 1,426           1,426
Shares issued as deferred consideration 6,764 (6,764)          
Exercise of deferred share units 1,407     (1,407)      
Exercise of stock options 20     (6)     14
Share-based compensation       3,773     3,773
Net loss for the year         (3,484)   (3,484)
Other comprehensive income (loss)           1,610 1,610
Ending Balance at Dec. 31, 2022 109,902 6,982 38 20,745 (72,227) 4,094 69,534
Shares issued upon exercise of convertible debt 2,127           2,127
Shares issued as deferred consideration 4,595 (3,491)         1,104
Exercise of restricted share units 2,365     (2,365)      
Exercise of deferred share units 218     (218)      
Exercise of stock options 808     (368)     440
Expiry of warrants     € (38) 38      
Share-based compensation       2,055     2,055
Net loss for the year         (3,836)   (3,836)
Other comprehensive income (loss)           (1,177) (1,177)
Ending Balance at Dec. 31, 2023 € 120,015 € 3,491   € 19,887 € (76,063) € 2,917 € 70,247
v3.24.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Operating Activities    
Net loss € (3,836) € (3,484)
Add:    
Net interest expense and other financing charges 2,149 1,098
Depreciation and amortization 13,067 8,454
Share based compensation 2,055 3,773
(Loss) gain on remeasurement of derivative liability 47 (13)
Gain on settlement of convertible debt (595)  
Gain on remeasurement of consideration receivable   (37)
(Loss) gain on remeasurement of deferred consideration 440 (804)
Unrealized foreign exchange gain (loss) (591) 4
Transaction and acquisition costs attributable to convertible debt   121
Income tax expense 910 1,558
Adjustments to reconcile profit (loss) before working capital changes and income tax payable 13,646 10,670
Change in working capital (455) (3,646)
Income tax paid (1,452) (1,271)
Cash Flows From Operating Activities 11,739 5,753
Investing Activities    
Purchases of property and equipment (332) (544)
Additions of intangible assets (9,391) (7,377)
Proceeds from sale of discontinued operations   91
Consideration paid upon business combination   (8,488)
Cash acquired from business combination   266
Prepaid consideration   (821)
Cash Flows Used In Investing Activities (9,723) (16,873)
Financing Activities    
Proceeds from exercise of stock options 440 14
Repayment of convertible debt (3,693)  
Proceeds from convertible debt, net of costs   8,053
Repayment of lease liability (595) (188)
Repayment of loans (109) (661)
Interest income 1 13
Interest and financing fees (210) (334)
Cash Flows (Used In) Generated from Financing Activities (4,166) 6,897
Effect of foreign currency exchange rate changes on cash and cash equivalents (341) (496)
Change in Cash and Cash Equivalents (2,491) (4,719)
Cash and cash equivalents at beginning of year 11,287 16,006
Cash and Cash Equivalents at end of year € 8,796 € 11,287
v3.24.1
BASIS OF PRESENTATION
 12 Months Ended
Dec. 31, 2023
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

1

BASIS OF PRESENTATION

Nature of operations

Bragg Gaming Group Inc. and its subsidiaries ("Bragg", "BGG", the "Company" or the "Group") is primarily a B2B online gaming technology platform and casino content aggregator.

The registered and head office of the Company is located at 130 King Street West, Suite 1955, Toronto, Ontario, Canada M5X 1E3.

Statement of compliance and basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and the interpretations issued by the International Financial Reporting Interpretations Committee.

These consolidated financial statements are prepared on a historical cost basis except for financial instruments classified at fair value through profit or loss (“FVTPL”) or fair value through other comprehensive income (“FVOCI”) which are measured at fair value. The material accounting policy information set out in Note 2 have been applied consistently in the preparation of the consolidated financial statements for all periods presented, unless otherwise stated.

The preparation of consolidated financial statements requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effect are disclosed in note 3.

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business.

These consolidated financial statements were, at the recommendation of the audit committee, approved and authorized for issuance by the Company’s Board of Directors on March 26, 2024.

Changes in accounting policies

a)New standards, interpretations and amendments adopted from January 1, 2023

The following amendments are effective for the period beginning January 1, 2023:

●Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements)

​

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure.

1

BASIS OF PRESENTATION (CONTINUED)

Changes in accounting policies (continued)

These amendments have no effect on the measurement or presentation of any items in the consolidated financial statements of the Group but affect the disclosure of accounting policies of the Group.

​

●Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors)

​

The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors.

​

These amendments had no effect on the consolidated financial statements of the Group.

​

●Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes)

​

In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies to certain transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not apply to the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and deductible temporary differences.

​

These amendments had no effect on the consolidated financial statements of the Group.

​

●International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective immediately upon the issue of the amendments and retrospectively)

​

In December 2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules.

​

Stakeholders raised concerns with the IASB about the potential implications on income tax accounting, especially accounting for deferred taxes, arising from the Pillar Two model rules. The IASB issued the final Amendments (the Amendments) International Tax Reform – Pillar Two Model Rules, in response to stakeholder concerns on May 23, 2023.

​

​

​

1

BASIS OF PRESENTATION (CONTINUED)

Changes in accounting policies (continued)

The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and retrospectively. The Amendments also provide for additional disclosure requirements with respect to an entity’s exposure to Pillar Two income taxes.

​

Management of the Group has determined that the Group is not within the scope of OECD’s Pillar Two Model Rules and the exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes is not applicable to the Group.

​

b)New standards, interpretations and amendments not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.

The following amendments are effective for the period beginning January 1, 2024:

●Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases);
●Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements);
●Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and
●Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures)

​

The following amendments are effective for the period beginning January 1, 2025:

●Lack of exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates);

​

The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Group.
v3.24.1
MATERIAL ACCOUNTING POLICY INFORMATION
 12 Months Ended
Dec. 31, 2023
MATERIAL ACCOUNTING POLICY INFORMATION  
MATERIAL ACCOUNTING POLICY INFORMATION

2

MATERIAL ACCOUNTING POLICY INFORMATION

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries when the Company controls them. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The Company assesses control on an ongoing basis. The Company’s interest in the voting share capital of all its subsidiaries is 100%.

Transactions and balances between the Company and its consolidated entities have been eliminated on consolidation.

The table below summarizes the Company’s operating subsidiaries and the functional currency for each operating subsidiary:

​

​

​

​

​

​

​

​

​

​

Place of

​

​

​

​

​

​

incorporation

​

​

​

Functional

​

    

/ operation

    

Principal activity

    

currency

Bragg Gaming Group - Group Services Ltd.

​

United Kingdom

​

Corporate activities

​

GBP

Bragg Gaming Group - Parent Services Ltd.

​

United Kingdom

​

Corporate activities

​

GBP

Oryx Gaming International LLC

​

United States

​

Gaming solution provider

​

EUR

Oryx Gaming Ltd.

​

Malta

​

Gaming solution provider

​

EUR

Oryx Marketing Poslovne Storitve D.o.o.

​

Slovenia

​

Marketing

​

EUR

Oryx Podpora D.o.o.

​

Slovenia

​

B2B support services

​

EUR

Oryx Razyojne-Storitve D.o.o.

​

Slovenia

​

Gaming solution developer

​

EUR

Oryx Sales Distribution Ltd.

​

Cyprus

​

Distribution

​

EUR

Poynt Inc.

​

Canada

​

Inactive company

​

CAD

Spin Games India Private Limited

​

India

​

Gaming solution developer

​

USD

Spin Games LLC

​

United States

​

Gaming solution provider

​

USD

Wild Streak LLC

​

United States

​

Content creation studio

​

USD

Bragg (Gibraltar) Limited

​

Gibraltar

​

Distribution

​

EUR

Bragg Isle of Man Limited

​

Isle of Man

​

Distribution

​

GBP

Bragg Gaming Solutions International

​

Israel

​

Corporate activities

​

ILS

​

Presentation currency

The presentation currency of the Company is the Euro, while the functional currencies of its subsidiaries are Euro, Canadian dollar, United States dollar, British pound sterling and Israel shekels due to primary location of individual entities within the Group. The presentation currency of the Euro has been selected as it best represents the majority of the Company’s economic inflows, outflows as well as its assets and liabilities.

The assets and liabilities of operations that have a functional currency different from that of the Company’s reporting currency are translated into Euros at the foreign currency exchange rate in effect at the reporting date. The resulting foreign currency exchange gains or losses are recognized in the foreign currency translation adjustment as part of other comprehensive income (loss). When such foreign operations are disposed of, the related foreign currency translation reserve is recognized in net earnings as part of the gain or loss on disposal.

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Presentation currency (continued)

Revenues and expenses of foreign operations are translated into Euros at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are transacted.

Amounts are rounded to the nearest thousand, unless otherwise stated.

Business combinations

Business combinations are accounted for using the acquisition method as of the date when control is transferred to the Company. The Company measures goodwill as the excess of the sum of the fair value of the consideration transferred over the net identifiable assets acquired and liabilities assumed, all measured as at the acquisition date. Transaction costs that the Company incurs in connection with a business combination, other than those associated with the issuance of debt or equity securities, are expensed as incurred.

Net earnings (loss) per share (“EPS”)

Basic EPS is calculated by dividing the net earnings (loss) available to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the net earnings available to shareholders and the weighted average number of shares outstanding for the effects of all potential dilutive instruments.

The diluted earnings per share is determined by adjusting the net income attributable to common shareholders and the weighted-average number of common shares outstanding for the effects of all dilutive potential common shares. The diluted earnings per share calculation considers the impact of stock options, warrants, and other potentially dilutive instruments, which are anti-dilutive when the Company is in a loss position..

Cash and cash equivalents

Cash equivalents consist of highly liquid marketable investments with an original maturity date of 90 days or less from the date of acquisition and prepaid credit cards.

Trade and other receivables

Trade and other receivables consist primarily of trade receivables from customers for which the Group provides services and accrued income in relation to receivables from customers that have yet to be invoiced. Upon invoicing, amounts are transferred from accrued income to trade receivables and any differences between the accrued and invoiced values are recognized in the consolidated statements of loss and comprehensive income (loss).

​

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Revenue recognition

The Company recognizes revenue when control of the goods or services has been transferred. Revenue is measured at the amount of consideration to which the Company expects to be entitled, including variable consideration to the extent that it is highly probable that a significant reversal will not occur. Revenue is derived from software platform licensing, maintenance of source code, bespoke development, management service fees, marketing fees, revenue share from licencing of content and hosting fees. Revenue is recognized when the service provided to the customer is complete. Specifically:

●Games and content: revenues from content and aggregation platform licensing are derived from revenues a customer earns from utilizing the Company’s aggregation software platform and aggregated content in that period. The Company’s revenue is therefore linked to the revenue derived from a customer's end user, i.e., the subsequent sale/services. The Company recognizes revenue once the customer has earned the revenue from the subsequent sale/services as this is the point where the performance obligation is satisfied.
●iGaming and turnkey projects: the Company charges platform licencing fees derived from revenues a customer earns from utilising the Company’s software platform. A variable monthly management and marketing fee is charged for services in the month in which the services are provided, and performance obligations are met. Charges for development projects are charged on a time and materials basis upon delivery at agreed milestones. Revenue is recognized as it is billed unless services and performance obligations are provided in a future period. If services and performance obligations are not provided in the reporting period, then revenue is not recognized.

Income taxes

Current and deferred taxes are recognized in the consolidated statements of loss and comprehensive income (loss), except for current and deferred taxes related to a business combination, or amounts charged directly to equity or other comprehensive income (loss), which are recognized in the consolidated statements of financial position.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the asset and liability method of accounting on temporary differences arising between the financial statement carrying values of existing assets and liabilities and their respective income tax bases. Deferred tax is measured using enacted or substantively enacted income tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset is recognized for temporary differences as well as unused tax losses and credits to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on different taxable entities where the Company intends to settle its current tax assets and liabilities on a net basis.

Deferred tax is recorded on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company, and it is probable that the temporary difference will not reverse in the foreseeable future.

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Property and equipment

Property and equipment are recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use and capitalized borrowing costs. The commencement date for capitalization of costs occurs when the Company first incurs expenditures for the qualifying assets and undertakes the required activities to prepare the assets for their intended use.

Borrowing costs directly attributable to the acquisition, construction or production of property and equipment, that necessarily take a substantial period of time to prepare for their intended use and a proportionate share of general borrowings, are capitalized to the cost of those assets, based on a quarterly weighted average cost of borrowing. All other borrowing costs are expensed as incurred and recognized in net interest expense and other financing charges.

The cost of replacing a component of property and equipment is recognized in the carrying amount if it is probable that the future economic benefits embodied within the component will flow to the Company and the cost can be measured reliably. The carrying amount of the replaced component is derecognized. The cost of repairs and maintenance of property and equipment is expensed as incurred and recognized in the consolidated statements of loss and comprehensive loss.

Gains and losses on disposal of property and equipment are determined by comparing the fair value of proceeds from disposal with the net book value of the assets and are recognized on a net basis in the consolidated statements of loss and comprehensive loss.

Property and equipment are depreciated on a straight-line basis over their estimated useful lives of up to five years to their estimated residual value when the assets are available for use. When significant parts of a property and equipment have different useful lives, they are accounted for as separate components and depreciated separately. Depreciation methods, useful lives and residual values are reviewed annually and are adjusted for prospectively, if appropriate.

Leases

The Company assesses whether a contract is, or contains, a lease. If a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, then the contract may contain a lease. The Company assesses whether a contract conveys the right to control the use of an asset by performing the following tests:

-

assess whether the contract involves the use of an identified asset and may be specified explicitly or implicitly. It should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a significant right to substitution, then the asset is not identified;

-

assess whether the Company has the right to obtain substantially all of the economic benefits arising from the use of the asset throughout the period of use; and

-

assess that the Company has the right to direct enjoyment of the asset. This right is identified when the Company has the decision-making rights in how and for what purpose the asset is used. In cases where the decision on how and for what purpose to use the asset has been predetermined, the Company has the right to direct the use of the asset if either it has the right to operate the asset, or the Company has designed the asset in a manner that predetermines how and for what purpose the asset will be used.

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​

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2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Leases (continued)

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

-

fixed payments, including in-substance fixed payments;

-

variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

-

amounts expected to be payable under a residual value guarantee; and

-

the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of equipment that have a lease term of twelve months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

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2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Intangible assets

Intangible assets are measured at cost less any amortization and accumulated impairment losses. These intangible assets are tested for impairment on an annual basis or more frequently if there are indicators that intangible assets may be impaired as described in the Impairment of non-financial assets policy.

Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

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​

​

​

Intellectual property identified upon business combination

    

5 - 10 years

Intellectual property acquired from third-parties

​

3 years

Customer relationships

​

5 - 10 years

Brands

​

2.25 - 3 years

Deferred development costs

​

3 years

Trademarks and patents

​

3 - 15 years

Software

​

3 years

Game certifications

​

3 years

​

Trademarks, patents and gaming licenses are classified under “Other” in the intangible assets disclosure note (Note 14).

The Company capitalizes the costs of intangible assets if and only if:

-

it is probable that the expected future economic benefits attributable to the asset will flow to the entity; and

-

the cost of the asset can be measured reliably.

Certain costs incurred in connection with the development of intellectual property relating to proprietary technology are capitalized to intangible assets as development costs. Intangible assets are recorded at cost, which consists of directly attributable costs necessary to create such intangible assets, less accumulated amortization and accumulated impairment losses, if any. The costs mainly include the salaries paid to the software developers and consulting fees.

These costs are recognized as development costs assets when the following criteria are met:

-

it is technically feasible to complete the software product so that it will be available for use;

-

management intends to complete the software product;

-

it can be demonstrated how the software product will generate future economic benefits;

-

adequate technical, financial, and other resources to complete the development and to use or sell the products are available; and

-

the expenditure attributable to the software product during its development can be reliably measured.

Goodwill

Goodwill arising in a business combination is recognized as an asset at the date that control is acquired. Goodwill is subsequently measured at cost less accumulated impairment losses. Goodwill is not amortized but is tested for impairment on an annual basis or more frequently if there are indicators that goodwill may be impaired as described in the Impairment of non-financial assets policy.

2MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Impairment of non-financial assets

At each statement of financial position date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, the asset is then tested for impairment by comparing its recoverable amount to its carrying value. Goodwill is tested for impairment at least annually.

For the purpose of impairment testing, assets, including right-of-use assets, are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of cash inflows of other assets or groups of assets. This grouping is referred to as a cash generating unit ("CGU").

Corporate assets, which include head office facilities, do not generate separate cash inflows. Corporate assets are tested for impairment at the minimum grouping of CGUs to which the corporate assets can be reasonably and consistently allocated. Goodwill arising from a business combination is tested for impairment at the minimum grouping of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of a CGU or CGU grouping is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows from the CGU or CGU grouping, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU or CGU grouping. If the CGU or CGU grouping includes right-of-use assets in its carrying amount, the pre-tax discount rate reflects the risks associated with the exclusion of lease payments from the estimated future cash flows. The fair value less costs to sell is based on the best information available to reflect the amount that could be obtained from the disposal of the CGU or CGU grouping in an arm’s length transaction between knowledgeable and willing parties, net of estimates of the costs of disposal.

An impairment loss is recognized if the carrying amount of a CGU or CGU grouping exceeds its recoverable amount. For asset impairments other than goodwill, the impairment loss reduces the carrying amounts of the non-financial assets in the CGU on a pro-rata basis, up to an asset’s individual recoverable amount. Any loss identified from goodwill impairment testing is first applied to reduce the carrying amount of goodwill allocated to the CGU grouping, and then to reduce the carrying amounts of the other non-financial assets in the CGU or CGU grouping on a pro-rata basis.

For assets other than goodwill, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss in respect of goodwill is not reversed.

Financial instruments

Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument. Upon initial recognition, financial instruments are measured at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss.

​

​

​

2MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Financial instruments – classification and measurement

The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income ("FVOCI"), or fair value through profit and loss ("FVTPL"). A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

-

the financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

-

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

-

the financial asset is held within a business model in which assets are managed to achieve a particular objective by both collecting contractual cash flows and selling financial assets; and

-

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial assets are not reclassified subsequent to their initial recognition unless the Company identifies changes in its business model in managing financial assets. Financial liabilities are classified and measured based on two categories: amortized cost or FVTPL.

Fair values are based on quoted market prices where available from active markets, otherwise fair values are estimated using valuation methodologies, primarily discounted cash flows taking into account external market inputs where possible.

The amortized cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount recognized and the maturity amount, minus any reduction for impairment.

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Financial instruments - classification and measurement (continued)

The following table summarizes the classification and measurement of the Company’s financial assets and liabilities:

​

​

​

​

Asset / Liability

    

Classification / Measurement

Cash and cash equivalents

​

FVTPL

Trade and other receivables

​

Amortized cost

Trade payables and other liabilities

​

Amortized cost

Deferred consideration

​

FVTPL

Loans payable

​

Amortized cost

Derivative liability

​

FVTPL

Convertible debt

​

Amortized cost

Lease obligations on right of use assets

​

Amortized cost

Other non-current liabilities

​

FVTPL / FVOCI

​

Financial instruments – valuation

The determination of the fair value of financial instruments is performed by the Company’s treasury and financial reporting departments on a quarterly basis. There was no change in the valuation techniques applied to financial instruments during the current year.

The carrying amounts reported for cash and cash equivalents, trade and other receivables, trade payables and other liabilities, and deferred consideration approximate fair value because of the immediate short-term maturity of these financial instruments. The carrying value of lease obligations on right of use assets, convertible debt and loans payable approximates the fair value based on rates currently available from financial institutions and various lenders.

Gains and losses on FVTPL financial assets and financial liabilities are recognized in net earnings in the period in which they are incurred. Settlement date accounting is used to account for the purchase and sale of financial assets. Gains or losses between the trade date and settlement date on FVTPL financial assets are recorded in the consolidated statements of loss and comprehensive loss.

Financial instruments – derecognition

Financial assets are derecognized when the contractual rights to receive cash flows and benefits from the financial asset expire, or if the Company transfers the control or substantially all the risks and rewards of ownership of the financial asset to another party. The difference between the carrying amount of the financial asset and the sum of the consideration received and receivable is recognized in earnings before income taxes.

Financial liabilities are derecognized when obligations under the contract expire, are discharged, or cancelled. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in earnings before income taxes.

​

​

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Financial instruments – impairment

The Company applies a forward-looking expected credit loss ("ECL") model at each reporting date to financial assets measured at amortized cost or those measured at FVOCI, except for investments in equity instruments. The ECL model outlines a three-stage approach to reflect the increase in credit risks of a financial instrument:

-

Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risks since initial recognition or that have low credit risk at the reporting date. The Company is required to recognize impairment for Stage 1 financial instruments based on the expected losses over the expected life of the instrument arising from loss events that could occur during the 12 months following the reporting date.

-

Stage 2 is comprised of all financial instruments that have had a significant increase in credit risks since initial recognition but that do not have objective evidence of a credit loss event. For Stage 2 financial instruments the impairment is recognized based on the expected losses over the expected life of the instrument arising from loss events that could occur over the expected life. The Company is required to recognize a lifetime ECL for Stage 2 financial instruments.

-

Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company is required to recognize impairment based on a lifetime ECL for Stage 3 financial instruments. The ECL model applied to financial assets require judgment, assumptions, and estimations on changes in credit risks, forecasts of future economic conditions and historical information on the credit quality of the financial asset. Consideration of how changes in economic factors affect ECLs are determined on a probability-weighted basis.

The carrying amount of the financial asset or group of financial assets is reduced through the use of impairment allowance accounts. In periods subsequent to the impairment where the impairment loss has decreased, and such decrease can be related objectively to conditions and changes in factors occurring after the impairment was initially recognized, the previously recognized impairment loss is reversed. The impairment reversal is limited to the lesser of the decrease in impairment or the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Deferred consideration

On June 1, 2022, the Company acquired Spin and agreed payment of deferred consideration in shares over three years from the anniversary date of the acquisition date. In each reporting period the fair value of the deferred consideration payable was measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012).

Prior to the next remeasurement period an accretion expense is recorded in the consolidated statements of loss and comprehensive income (loss) as the discount is unwound towards the reporting date. Upon remeasurement, any gain or loss on remeasurement is also recorded in the consolidated statements of loss and comprehensive income (loss).

Convertible debt

On September 5, 2022, the Company entered into a funding agreement for an investment of USD 8,700. The Convertible Debt is an instrument that has three components, two of which together comprise a hybrid financial liability contract:

•Host debt contract for repayment of USD 10,000 in 24 months’ time (this including an embedded derivative in the form of a foreign currency feature that is not required to be accounted for separately from the host debt contract).

•Embedded derivatives in the form of a conversion feature and a buy-back option that are together required to be accounted for separately from the host debt contract.

•Warrants to purchase up to 979,048 common shares in the Company at an exercise price of CAD 9.28.

Each of the above three components of the Convertible Debt are accounted for separately, the form of which is dependent upon whether a simplified fair value option approach is taken or not. Under the simplified approach a contract that contains one or more embedded derivatives can be accounted for in its entirety at fair value through profit or loss unless:

a)the embedded derivatives do not significantly modify the cash flows that otherwise would be required by the contract; or
b)it is clear with little or no analysis when a similar hybrid instrument is first considered that separation of the embedded derivative(s) is prohibited, such as a prepayment option embedded in a loan that permits the holder to prepay the loan for approximately its amortized cost.

Under IFRS 9, if the simplified fair value option is taken, all transaction costs incurred in relation to the combined instrument would be recognised in profit or loss immediately. The Company has opted not to take the simplified fair value option and therefore amortises the host debt component over 24 months recognising an accretion expense in each reporting period. The embedded derivative liability is measured at fair value through profit and loss and is remeasured at each reporting date. Any residual balance of the transaction price in respect of the warrants after deducting the fair value of the host debt and derivative liability components upon initial recognition is recorded in the consolidated statements of changes in equity and no further remeasurement is performed.

2

MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

Short term employee benefits

Short term employee benefits include wages, salaries, compensated absences, and bonuses. Short term employee benefit obligations are measured on an undiscounted basis and are recognized in operating income as the related service is provided or capitalized if the service rendered is in connection with the creation of an intangible asset. A liability is recognized for the amount expected to be paid under short term cash bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Long term employee benefits

Long term employee benefits include severance pay upon retirement and awards for years of service for certain employees. Liabilities towards severance pay and awards for years of service are determined via actuarial valuation using the Projected Unit Credit Method at the reporting date with liabilities towards severance pay being recognised at FVTPL and liabilities towards awards of years of service being recognised at FVOCI. Actuarial gains and losses in service awards are recognised immediately in net loss while actuarial gains and losses in severance pay are recognised in other comprehensive income (loss).

Share based compensation

The Company has stock option plans for directors, officers, employees, and consultants. Each tranche of an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. In addition, the Company also has deferred share unit (“DSU”), restricted share unit (“RSU”) and performance share unit (“PSU”) plans for directors, officers, employees, and consultants. The fair value of each unit is measured as the share price on date of grant with nil exercise price.

Compensation expense is recognized over each tranche’s vesting period, based on the number of awards expected to vest, with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly, with any impact being recognized immediately. When options are exercised, the amount received is credited to share capital and the fair value attributed to these options is transferred from contributed surplus to share capital. In the case of DSUs, RSUs or PSUs, only the fair value attributed to these options is transferred from contributed surplus to share capital.

Equity

Shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. Contributed surplus includes amounts in connection with conversion options embedded in compound financial instruments, share based compensation and the value of expired options and warrants. Deficit includes all current and prior period income and losses.

Warrants

The Company values for warrants using the Black-Scholes option pricing model at the date of issuance. If and when warrants ultimately expire, the applicable amounts are transferred to contributed surplus.
v3.24.1
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
 12 Months Ended
Dec. 31, 2023
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS  
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

3CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes.

Within the context of these consolidated financial statements, a judgment is a decision made by management in respect of the application of an accounting policy, a recognized or unrecognized financial statement amount and/or note disclosure, following an analysis of relevant information that may include estimates and assumptions. Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the consolidated financial statements and are based on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances.

Management continually evaluates the estimates and judgments it uses.

The following are the accounting policies subject to judgments and key sources of estimation uncertainty that the Company believes could have the most significant impact on the amounts recognized in the consolidated financial statements. The Company’s significant accounting policies are disclosed in Note 2.

Impairment of non-financial assets (property and equipment, right-of-use assets, intangible assets and goodwill)

-

Judgments made in relation to accounting policies applied

Management is required to use judgment in determining the grouping of assets to identify their CGUs for the purposes of testing property and equipment, intangible assets and right-of-use assets for impairment. Judgment is further required to determine appropriate groupings of CGUs for the level at which goodwill and intangible assets are tested for impairment.

The Company has determined that Oryx Gaming, Wild Streak and Spin are a single CGU for the purposes of property and equipment, intangible assets and right-of-use asset impairment testing. For the purpose of goodwill impairment testing, CGUs are grouped at the lowest level at which goodwill is monitored for internal management purposes. In addition, judgment is used to determine whether a triggering event has occurred requiring an impairment test to be completed.

-

Key sources of estimation

In determining the recoverable amount of a CGU or a group of CGUs, various estimates are employed. The Company determines fair value less costs to sell using such estimates as market rental rates for comparable properties, recoverable operating costs for leases with tenants, non-recoverable operating costs, discount rates, capitalization rates and terminal capitalization rates. The Company determines value in use by using estimates including projected future revenues, earnings and capital investment consistent with strategic plans presented to the Board. Discount rates are consistent with external industry information reflecting the risk associated with the specific cash flows.

3CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

Impairment of accounts receivable

In each stage of the ECL impairment model, impairment is determined based on the probability of default, loss given default, and expected exposure to loss at default. The application of the ECL model requires management to apply the following significant judgments, assumptions, and estimations:

-

movement of impairment measurement between the three stages of the ECL model, based on the assessment of the increase in credit risks on accounts receivables. The assessment of changes in credit risks includes qualitative and quantitative factors of the accounts, such as historical credit loss experience and external credit scores;

-

thresholds for significant increase in credit risks based on changes in probability of default over the expected life of the instrument relative to initial recognition; and

-

forecasts of future economic conditions.

​

Leases

-

Judgments made in relation to accounting policies applied

Management exercises judgment in determining the appropriate lease term on a lease-by-lease basis. Management considers all facts and circumstances that create an economic incentive to exercise a renewal option or to not exercise a termination option including investments in major leaseholds and past business practice and the length of time remaining before the option is exercisable. The periods covered by renewal options are only included in the lease term if management is reasonably certain to renew. Management considers reasonably certain to be a high threshold. Changes in the economic environment or changes in the office rental industry may impact management’s assessment of lease term, and any changes in management’s estimate of lease terms may have a material impact on the Company’s consolidated statements of financial position and consolidated statements of loss and comprehensive loss.

-

Key sources of estimation

In determining the carrying amount of right-of-use assets and lease liabilities, the Company is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. Management determines the incremental borrowing rate using a base risk-free interest rate estimated by reference to the bond yield with an adjustment that reflects the Company’s credit rating, the security, lease term and value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to change due to changes in the business and macroeconomic environment.

​

​

3CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

Warrants and share options

-

Judgments made in relation to accounting policies applied

Management exercises judgment in determining the model used and the inputs therein to evaluate the value of share option grants and issued warrants. Management considers all facts and circumstances for each grant issuance on an individual basis.

​

-

Key sources of estimation

In determining the fair value of warrants and share options, the Company is required to estimate the future volatility of the market value of the Company’s shares by reference to its historical volatility or comparable companies over the previous years, a risk-free interest rate estimated by reference to the Government of Canada bond yield, and a dividend yield of nil.

Long-term employee benefits obligations

-

Judgments made in relation to accounting policies applied

Management exercises judgment in determining the appropriate fair value of severance pay upon retirement and awards for years of service that certain employees have earned in return for their service. A calculation is made for each employee taking into account the cost of severance pay upon retirement due under the contract of employment and the cost of all expected awards for years of service with the Company until retirement.

-

Key sources of estimation

In determining the present value of liabilities to certain employees, the Company performs actuarial calculations in accordance with IAS 19 Employee Benefits applying the Projected Unit Credit Method to measure obligations and costs. Various assumptions are applied including retirement age, mortality, average salary of an individual and growth in income in future years.

Convertible debt

-

Judgments made in relation to accounting policies applied

Management exercises judgment in determining the appropriate fair value of each separately identifiable component in the convertible debt instrument. Embedded derivatives such as conversion and buy-back options are measured at fair value through profit and loss and remeasured at each reporting period. The host debt liability is measured at amortised cost and amortised over the life of the instrument. Residual amounts, if any, from the transaction price after deducting the fair value of derivative liabilities and host debt are allocated to warrants if issued as part of the convertible debt.

​

​

3CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)

Convertible debt (continued)

-

Key sources of estimation

In determining the present value of conversion options, the Company has performed Monte-Carlo simulations modelled as a series of call options with inputs including strike price, stock price WVAP, annualized volatility and risk-free rate.

In respect of buy-back options, the Company has employed a Black Scholes valuation, adding an early exercise premium. Inputs and assumptions include share price, risk free rate, volatility and exercise price.

The fair value of the host debt liability is determined using a discounted cash flow method at an appropriate market participant discount rate.
v3.24.1
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE
 12 Months Ended
Dec. 31, 2023
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE  
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

4LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE

The loss before income taxes is classified as follows:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

Note

​

2023

    

2022

Revenue

​

23

​

93,519

​

84,734

Cost of revenue

​

​

​

(43,580)

​

(39,652)

Gross Profit

​

​

​

49,939

​

45,082

​

​

​

​

​

​

​

Salaries and subcontractors

​

​

​

(22,887)

​

(19,367)

Share based compensation

​

10

​

(2,055)

​

(3,773)

Total employee costs

​

​

​

(24,942)

​

(23,140)

Depreciation and amortization

​

13, 14

​

(13,067)

​

(8,454)

IT and hosting

​

​

​

(4,176)

​

(3,273)

Professional fees

​

​

​

(3,086)

​

(3,423)

Corporate costs

​

​

​

(538)

​

(1,129)

Sales and marketing

​

​

​

(2,040)

​

(2,420)

Bad debt recovery (expense)

​

16, 21

​

376

​

(649)

Travel and entertainment

​

​

​

(891)

​

(719)

Transaction and acquisition costs

​

​

​

—

​

(905)

Other operational costs

​

​

​

(2,460)

​

(2,652)

Selling, General and Administrative Expenses

​

​

​

(50,824)

​

(46,764)

​

​

​

​

​

​

​

(Loss) gain on remeasurement of derivative liability

​

7

​

(47)

​

13

Gain on settlement of convertible debt

​

7

​

595

​

—

(Loss) gain on remeasurement of deferred consideration

​

6, 12

​

(440)

​

804

Gain on remeasurement of consideration receivable

​

​

​

—

​

37

Operating (Loss)

​

​

​

(777)

​

(828)

​

​

​

​

​

​

​

Interest income

​

​

​

1

​

13

Accretion on liabilities

​

6, 7

​

(1,940)

​

(764)

Foreign exchange gain (loss)

​

​

​

67

​

(126)

Interest and financing fees

​

​

​

(277)

​

(221)

Net Interest Expense and Other Financing Charges

​

​

​

(2,149)

​

(1,098)

(Loss) Before Income Taxes

​

​

​

(2,926)

​

(1,926)

​
v3.24.1
ACQUISITION OF WILD STREAK LLC
 12 Months Ended
Dec. 31, 2023
Wild Streak LLC  
ACQUISITION OF WILD STREAK LLC  
ACQUISITION OF WILD STREAK LLC

5

ACQUISITION OF WILD STREAK LLC

On June 2, 2021, the Company announced that it had acquired Wild Streak LLC ("Wild Streak").

The Company signed a purchase agreement to acquire all of the outstanding membership interests of Wild Streak in a cash and stock transaction for an undiscounted purchase price of EUR 24,680 (USD 30,075). Pursuant to the transaction, the sellers of Wild Streak received EUR 8,268 (USD 10,075) in cash at closing and should receive EUR 16,412 (USD 20,000) worth of common shares of the Company over the next three years, subject to acceleration in the event of a change of control. The fair value of the share consideration is determined using a put option pricing model with volatility of 57.5%, annual dividend rate of 0%, and time to maturity of 1-3 years.

The fair value allocations which follow are based on the purchase price allocations conducted by management.

​

​

​

​

​

    

Balances

Purchase price:

​

​

Cash

​

8,206

Shares to be issued

​

13,746

Deferred consideration

​

62

Total purchase price

​

22,014

​

​

​

Fair value of assets acquired, and liabilities assumed:

​

​

Cash and cash equivalents

​

124

Accounts receivable

​

408

Trade payables and other liabilities

​

(87)

Net assets acquired and liabilities assumed

​

445

​

​

​

Fair value of intangible assets:

​

​

Brands

​

311

Customer relationships

​

10,857

Intellectual property

​

5,611

Goodwill

​

4,790

​

In the year ended December 31, 2023, the Company issued 393,111 common shares of the Company as deferred consideration upon the second anniversary of the acquisition of Wild Streak. Subsequently a transfer of EUR 3,491 from shares to be issued to share capital was recorded in the consolidated statements of changes in equity.

In the year ended December 31, 2022, the Company issued 761,754 common shares of the Company as deferred consideration upon the first anniversary of the acquisition of Wild Streak. Subsequently a transfer of EUR 6,764 from shares to be issued to share capital was recorded in the consolidated statements of changes in equity.
v3.24.1
ACQUISITION OF SPIN GAMES LLC
 12 Months Ended
Dec. 31, 2023
Spin Games LLC  
ACQUISITION OF SPIN GAMES LLC  
ACQUISITION OF SPIN GAMES LLC

6

ACQUISITION OF SPIN GAMES LLC

On June 1, 2022, the Company announced that it had acquired Spin Games LLC (“Spin”).

The Company signed a purchase agreement to acquire all of the outstanding membership interests of Spin in a cash and stock transaction for an undiscounted purchase price of EUR 17,179 (USD 18,402). Pursuant to the transaction, the sellers of Spin received EUR 10,626 (USD 11,383) in cash, EUR 1,426 (USD 1,528) in common shares of the Company and is expected to receive a discounted value of EUR 4,003 (USD 4,288) worth of common shares of the Company over the next three years. The fair value of the deferred consideration is determined using a put option pricing model with volatility of between 71.4% and 80.9%, annual dividend rate of 0%, and time to maturity of 1-3 years.

Concurrently with the payment of consideration on June 1, 2022, EUR 661 of loans payable to the sellers of Spin were settled in cash.

The fair value allocations which follow are based on the purchase price allocations conducted by management.

​

​

​

​

​

    

Balances

Purchase price:

​

​

Prepaid consideration

​

2,138

Cash paid upon business combination

​

8,488

Shares

​

1,426

Deferred consideration

​

4,003

Total purchase price

​

16,055

​

​

​

Fair value of assets acquired, and liabilities assumed:

​

​

Cash and cash equivalents

​

266

Trade and other receivables

​

405

Prepaid expenses and other assets

​

105

Property and equipment

​

107

Right-of-use assets

​

177

Trade payables and other liabilities

​

(923)

Deferred revenue

​

(364)

Lease obligations on right of use assets - current

​

(88)

Loans payable

​

(773)

Lease obligations on right of use assets - noncurrent

​

(89)

Net assets acquired and liabilities assumed

​

(1,177)

​

​

​

Fair value of intangible assets:

​

​

Intellectual property

​

1,471

Customer relationships

​

8,131

Gaming licenses

​

164

Brand

​

462

Trademarks

​

70

Goodwill

​

6,934

​

​

6ACQUISITION OF SPIN GAMES LLC (CONTINUED)

The Company measured the present value of deferred consideration to be paid in common shares as EUR 4,003 and subsequently recorded an accretion expense of EUR 404 in the year ended December 31, 2023 (year ended December 31, 2022: EUR 316) and a loss on remeasurement of deferred consideration of EUR 440 for the year ended December 31, 2023 (year ended December 31, 2022: gain of EUR 804).

As a result of remeasurement of deferred consideration and accretion of liabilities during the period from acquisition of Spin to the reporting date, as at December 31, 2023, deferred consideration of EUR 1,513 and EUR 1,426 has been recorded in current and non-current liabilities, respectively (December 31, 2022: EUR 1,176 in current and EUR 2,121 in non-current liabilities).

The fair value of deferred consideration as at December 31, 2023 is measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012). The assumptions include applying an annual dividend rate of 0.0% and volatility of between 55.3% and 64.5% resulting in a DLOM of 9.4% and 14.5% for the second and third anniversary settlement of consideration, respectively.

The fair value of deferred consideration as at December 31, 2022 is measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012). The assumptions include applying an annual dividend rate of 0.0% and volatility of between 63.6% and 73.8% resulting in a DLOM of 9.3%, 18.8% and 21.8% for the first, second and third anniversary settlement of consideration, respectively.

In the year ended December 31, 2023, the Company issued 357,739 common shares of the Company as deferred consideration upon the first anniversary of the acquisition of Spin. Subsequently a transfer of EUR 1,104 from shares to be issued to share capital was recorded in the consolidated statements of changes in equity.

Pro-forma revenues and net loss

On a pro-forma basis, Spin generated revenue of EUR 2,987 in the year ended December 31, 2022. This would have resulted in consolidated revenues of EUR 85,937 for the year ended December 31, 2022, respectively.

On a pro-forma basis, Spin contributed net loss of EUR 2,477 for the year ended December 31, 2022. This would have resulted in consolidated net loss of EUR 4,312 for the year ended December 31, 2022.
v3.24.1
CONVERTIBLE DEBT
 12 Months Ended
Dec. 31, 2023
CONVERTIBLE DEBT  
CONVERTIBLE DEBT

7

CONVERTIBLE DEBT

On September 5, 2022, the Company entered into a Funding Agreement for an investment of EUR 8,770 (USD 8,700) with Lind in the form of a Convertible Debt with a face value of EUR 10,081 (USD 10,000), bearing interest at an inherent rate of 7.5% maturing 24 months after issuance. Net proceeds after deducting transaction fees were EUR 8,053. The face value of the Convertible Debt has a 24-month maturity date and can be paid in cash or be converted into common shares of the Company ("Shares") at a conversion price equal to 87.5% of the five-day volume weighted average price ("VWAP") immediately prior to each conversion. Shares issued upon conversion are subject to a 120-day lock-up period following deal close.

The Funding Agreement contains restrictions on how much may be converted in any particular month, which is limited to 1/20 of outstanding balance or USD 1,000 if exchange volume is above specified minimum, which conversions may be accelerated in certain circumstances. The Company also has the option at any time to buy back the entire remaining balance of the Convertible Debt, subject to a partial conversion right in favor of Lind to convert up to 1/3 of the outstanding amount into Shares in such circumstances. In connection with the Convertible Debt, Lind was issued warrants to purchase up to 979,048 common shares at a price of CAD 9.28 per share for a period of 60 months (Note 9).

The value of the Convertible Debt is equal to the value of the debt-like host instrument based on market participants’ current required yield for debt-like instruments with similar credit quality and terms (excluding the buy-back or conversion options), plus the value of the embedded derivatives.

The host debt component is fair valued by discounting the value of the expected future cash flows under the terms of the Funding Agreement using a market cost of debt of 7.5% for an equivalent non-convertible bond. The fair value of the Convertible Debt without the embedded derivatives (the “Host Debt”) has been estimated by reference to the income approach using a discounted cash flow (“DCF”) method. Using this approach, the present value of the Host Debt on September 5, 2022 was determined to be EUR 8,723 (USD 8,653).

On September 5, 2022, to value the embedded derivatives, representing the conversion options (“Conversion Options”), Option Pricing methodology by reference to a Monte Carlo Simulation model (“MCS”) has been applied as a series of 20 call options with a strike price of 87.5% of the 5-day future VWAP immediately prior to each conversion date. Key valuation inputs and assumptions used in the MCS are stock price of CAD 6.188, expected life of between 0.42 and 2.00 years, annualized volatility of between 65.32% and 75.54%, annual risk-free rate of between 3.6% and 3.7%, and annual dividend yield of 0.0%. Based on the average value from 10,000 simulated trials the aggregate fair value of the Conversion Options on September 5, 2022 was calculated as EUR 1,483 (CAD 1,935).

The aggregate fair value of the Host Debt and Conversion Options exceeds the transaction price of EUR 8,770. Therefore, under the provisions of IFRS 9, the embedded derivatives (being the Conversion Options) were fair valued first and the Host Debt was allocated the residual balance. The warrants component of the Convertible Debt was allocated the residual interest of EUR nil.

​

7

CONVERTIBLE DEBT (CONTINUED)

The Company incurred transaction costs of EUR 717 related to the issuance of the convertible debt and were allocated proportionally to the Host Debt and Conversion Options in the amount of EUR 596 and EUR 121, respectively. All costs allocated to the Conversion Options were expensed as transaction and acquisition costs under selling, general and administrative expenses in the consolidated statements of loss and comprehensive loss.

​

​

​

​

​

​

​

​

​

    

Convertible debt

    

Derivative liability

    

Total

Balance at issuance - September 5, 2022

​

7,287

​

1,483

​

8,770

Issuance costs

​

(596)

​

—

​

(596)

Accretion expense

​

448

​

—

​

448

Gain on remeasurement of derivative liability

​

—

​

(13)

​

(13)

Effect of movement in exchange rates

​

(491)

​

(150)

​

(641)

Balance as at December 31, 2022

​

6,648

​

1,320

​

7,968

​

​

​

​

​

​

​

Accretion expense

​

1,536

​

—

​

1,536

Loss on remeasurement of derivative liability

​

—

​

47

​

47

Gain on settlement of convertible debt

​

—

​

(595)

​

(595)

Shares issued upon exercise of convertible debt

​

(1,841)

​

(286)

​

(2,127)

Repayment of convertible debt

​

(3,693)

​

—

​

(3,693)

Effect of movement in exchange rates

​

(205)

​

(15)

​

(220)

Balance as at December 31, 2023

​

2,445

​

471

​

2,916

​

On December 31, 2023, the aggregate fair value of the Conversion Options was calculated as EUR 471 (CAD 689). Key valuation inputs and assumptions used are stock price of CAD 6.780, 5-day VWAP of CAD 6.845, expected life of between 0.08 and 0.58 years, and annual risk-free rate of between 5.1% and 5.59%.

On December 31, 2022, the aggregate fair value of the Conversion Options was calculated as EUR 1,320 (CAD 1,906). Key valuation inputs and assumptions used are stock price of CAD 6.188, expected life of between 0.09 and 1.68 years, annualized volatility of between 44.73% and 56.45%, annual risk-free rate of between 4.2% and 4.6%, and annual dividend yield of 0.0%.

For the year ended December 31, 2023, an accretion expense of EUR 1,536 was recognised in net interest expense and other financing charges (year ended December 31, 2022: EUR 448) in respect of the Host Debt component.

For the year ending December 31, 2023, a loss on remeasurement of derivative liability of EUR 47 (year ended December 31, 2022: EUR 13) and a gain on settlement of convertible debt of EUR 595 (year ending December 31, 2022: EUR nil) were recognised in the consolidated statements of loss and comprehensive income (loss) in respect of the derivative component.

For the year ending December 31, 2023, the Company made a total settlement of EUR 5,820, of which EUR 3,693 were settled in cash upon delivery of cash in-lieu of shares conversion notice, and the remaining of EUR 2,127 by issuing 617,357 Common Shares.
v3.24.1
SHARE CAPITAL
 12 Months Ended
Dec. 31, 2023
SHARE CAPITAL  
SHARE CAPITAL

8

SHARE CAPITAL

Authorized - Unlimited Common Shares, fully paid

The following is a continuity of the Company’s share capital:

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Note

    

Number

    

Value

January 1, 2022

​

Balance

​

​

​

19,956,034

​

100,285

​

​

​

​

​

​

​

​

​

March 17, 2022 to November 14, 2022

​

Issuance of share capital upon exercise of FSOs

​

10

​

8,000

​

20

March 22, 2022

​

Issuance of share capital upon exercise of DSUs

​

10

​

97,045

​

1,407

June 1, 2022

​

Shares issued upon completion of Spin acquisition

​

6

​

285,135

​

1,426

June 16, 2022

​

Shares issued upon settlement of deferred consideration for Wild Streak acquisition

​

5

​

761,754

​

6,764

December 31, 2022

​

Balance

​

​

​

21,107,968

​

109,902

​

​

​

​

​

​

​

​

​

January 1, 2023

​

Balance

​

​

​

21,107,968

​

109,902

​

​

​

​

​

​

​

​

​

January 10, 2023 to December 9, 2023

​

Issuance of share capital upon exercise of FSOs

​

10

​

124,000

​

808

April 6, 2023

​

Issuance of share capital upon exercise of DSUs

​

10

​

38,334

​

218

June 28, 2023 to December 14, 2023

​

Issuance of share capital upon exercise of RSUs

​

10

​

365,043

​

2,365

January 13, 2023 to May 4, 2023

​

Shares issued upon exercise of Convertible Debt

​

7

​

617,357

​

2,127

June 1, 2023

​

Shares issued upon settlement of deferred consideration for Spin acquisition

​

6

​

357,739

​

1,104

June 8, 2023

​

Shares issued upon settlement of deferred consideration for Wild Streak acquisition

​

5

​

393,111

​

3,491

December 31, 2023

​

Balance

​

​

​

23,003,552

​

120,015

​

The Company’s Common Shares have no par value.
v3.24.1
WARRANTS
 12 Months Ended
Dec. 31, 2023
WARRANTS  
WARRANTS

9

WARRANTS

The following are continuities of the Company’s warrants:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Warrants

​

​

​

​

​

​

issued as part of

​

Broker

Number of Warrants

    

​

    

convertible debt

    

warrants

​

​

​

​

​

​

​

January 1, 2022

​

Balance

​

—

​

16,886

September 5, 2022

​

Issue of warrants

​

979,048

​

—

December 31, 2022

​

Balance

​

979,048

​

16,886

​

​

​

​

​

​

​

January 1, 2023

​

Balance

​

979,048

​

16,886

November 18, 2023

​

Expiry of warrants

​

—

​

(16,886)

​

​

​

​

​

​

​

December 31, 2023

​

Balance

​

979,048

​

—

​

9

WARRANTS (CONTINUED)

Each unit consists of the following characteristics:

​

​

​

​

​

​

​

​

Warrants

​

​

​

​

issued as part of

​

Broker

​

    

convertible debt

    

warrants

Number of shares

​

1

​

1

Number of Warrants

​

—

​

0.5

Exercise price of unit (CAD)

​

9.28

​

7.00

​

Warrants issued upon completion of Financing Arrangement

Upon completion of the Financing Arrangement (Note 7) on September 5, 2022, 979,048 warrants were issued with an exercise price of CAD 9.28 per warrant, each convertible to one common share of the Company and expiring 5 years after the issuance date. Under the acceleration provisions of the warrants agreement, if the Company’s common shares trade at or above CAD 11.60 for 30 consecutive trading days, the Company has the right to issue an exercise notice to warrant holders to exercise their warrants before the end of 21 days, otherwise 50% of the warrants expire. Similarly, if the Company’s common shares trade at or above CAD 18.56 for 30 consecutive trading days, the Company has the right to issue an exercise notice to warrant holders to exercise all their warrants before the end of 21 days, otherwise all the warrants expire.

​

Upon allocating the transaction price of the Financing Arrangement between its components of host debt liability, derivative liability and warrants, the combined fair value of the host debt liability and derivative liability exceeded the transaction price. Therefore, no residual fair value was allocated to the warrant component of the instrument in the consolidated statements of changes in equity.

​

Broker Warrants issued upon completion of Public Offering

Upon completion of the Public Offering on November 18, 2020, 177,434 broker warrants (“Broker Warrants”) were issued.

Between January 21, 2021 and February 18, 2021, 160,548 Broker Warrants were exercised for 160,548 Common Shares and 80,274 public offering warrants leaving a balance of 16,886 at end December 31, 2022. The remaining broker warrants of 16,886 expired on November 18, 2023.
v3.24.1
SHARE BASED COMPENSATION
 12 Months Ended
Dec. 31, 2023
SHARE BASED COMPENSATION  
SHARE BASED COMPENSATION

10

SHARE BASED COMPENSATION

The Company maintains a fixed  Omnibus Incentive Equity Plan (“OEIP”) for certain employees and consultants. The plan was approved at an annual and special meeting of shareholders on November 27, 2020.

The following is a continuity of the Company’s equity incentive plans:

​

​

​

​

​

​

​

​

​

​

​

    

DSU

    

RSU

    

FSO

​

​

​

​

​

​

​

​

Weighted

​

​

Outstanding

​

Outstanding

​

Outstanding

​

Average

​

​

DSU Units

​

RSU Units

​

FSO Options

​

Exercise

​

​

(Number of

​

(Number of

​

(Number

​

Price / Share

​

    

of shares)

    

of shares)

    

of shares)

    

CAD

Balance as at January 1, 2022

​

246,945

​

235,000

​

1,816,302

​

8.95

Granted

​

125,000

​

503,000

​

483,797

​

7.70

Exercised

​

(97,045)

​

—

​

(8,000)

​

2.30

Forfeited / Cancelled

​

—

​

—

​

(173,704)

​

14.56

Balance as at December 31, 2022

​

274,900

​

738,000

​

2,118,395

​

8.23

​

​

​

​

​

​

​

​

​

Balance as at January 1, 2023

​

274,900

​

738,000

​

2,118,395

​

8.23

Granted

​

24,000

​

234,375

​

108,477

​

7.54

Exercised

​

(38,334)

​

(365,043)

​

(124,000)

​

4.96

Expired

​

—

​

—

​

(120,000)

​

5.05

Forfeited / Cancelled

​

(35,412)

​

(109,332)

​

(205,434)

​

10.00

Balance as at December 31, 2023

​

225,154

​

498,000

​

1,777,438

​

8.43

​

​

The following table summarizes information about the outstanding share options as at December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

Exercisable

​

​

​

​

Weighted

​

Weighted

​

​

​

Weighted

​

​

​

​

Average

​

Average

​

​

​

Average

​

​

Options

​

Remaining

​

Exercise

​

Options

​

Exercise

Range of exercise

​

(Number

​

Contractual

​

Price / Share

​

(Number

​

Price / Share

prices (CAD)

    

of shares)

    

Life (Years)

    

CAD

    

of shares)

    

CAD

​

​

​

​

​

​

​

​

​

​

​

2.30 - 5.00

​

198,200

​

1

​

3.23

​

198,200

​

3.23

5.01 - 8.62

​

1,118,018

​

4

​

7.76

​

938,491

​

7.90

8.63 - 33.30

​

461,220

​

7

​

12.28

​

374,842

​

12.39

​

​

1,777,438

​

4

​

8.43

​

1,511,533

​

8.40

​

10

SHARE BASED COMPENSATION (CONTINUED)

The following table summarizes information about the outstanding share options as at December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

Exercisable

​

​

​

​

Weighted

​

Weighted

​

​

​

Weighted

​

​

​

​

Average

​

Average

​

​

​

Average

​

​

Options

​

Remaining

​

Exercise

​

Options

​

Exercise

Range of exercise

​

(Number

​

Contractual

​

Price / Share

​

(Number

​

Price / Share

prices (CAD)

    

of shares)

    

Life (Years)

    

CAD

    

of shares)

    

CAD

​

​

​

​

​

​

​

​

​

​

​

2.30 - 5.00

​

246,450

​

2

​

3.05

​

233,218

​

3.05

5.01 - 5.60

​

200,000

​

1

​

5.60

​

200,000

​

5.60

5.61 - 8.62

​

1,116,655

​

5

​

7.76

​

792,677

​

7.92

8.63 - 33.30

​

555,290

​

7

​

12.43

​

264,748

​

12.63

​

​

2,118,395

​

5

​

8.23

​

1,490,643

​

7.68

​

Fixed Stock Options (“FSOs”)

During the year ended December 31, 2023, a share-based compensation charge of EUR 583 has been recognized in the consolidated statements of loss and comprehensive income (loss) (year ended December 31, 2022: EUR 2,087) in relation to the fixed stock options.

During the year ended December 31, 2023, the Company granted 108,477 share options (year ended December 31, 2022: 483,797 share options) with a weighted average exercise price of CAD 7.54 (year ended December 31, 2022: CAD 7.70) and a fair value of EUR 322 (year ended December 31, 2022: EUR 1,427). The assumptions used to measure the grant date fair value of FSO options under the Black-Scholes valuation model were as follows:

​

​

​

​

​

​

​

    

2023

    

2022

Expected dividend yield (%)

 

0.00

 

0.00

Expected share price volatility (%)

 

64.3 - 64.5

 

64.1 - 64.7

Risk-free interest rate (%)

 

2.9 - 4.4

 

2.2 - 3.7

Expected life of options (years)

 

5.0

 

5.0

Share price (CAD)

 

7.55 - 7.56

 

5.60 - 8.18

Forfeiture rate (%)

 

0.00

 

0.00

​

During the year ended December 31, 2023, 124,000 Common Shares, were issued upon exercise of fixed stock options (year ended December 31, 2022: 8,000). Upon exercise of fixed stock options, for the year ended December 31, 2023, EUR 368 (the year ended December 31, 2022: EUR 6) was transferred from contributed surplus to share capital in the consolidated statements of changes in equity. Cash proceeds upon exercise of fixed stock options during the year ended December 31, 2023 totalled EUR 440 (year ended December 31, 2022: EUR 14).

​

10

SHARE BASED COMPENSATION (CONTINUED)

Deferred Share Units (“DSUs”)

Exercises of grants may only be settled in shares, and only when the employee or consultant has left the Company. Under the plan, the Company may grant options of its shares at nil cost that vest immediately.

During the year ended December 31, 2023, 24,000 DSUs (year ended December 31, 2022: 125,000 DSUs) were granted with a fair value of CAD 7.00 per unit (year ended December 31, 2022: CAD 8.18 per unit) determined as the share price on the date of grant.

During the year ended December 31, 2023, a share-based compensation charge of EUR 143 has been recognized in the consolidated statements of loss and comprehensive income (loss) (year ended December 31, 2022: EUR 595) in relation to the deferred share units.

During the year ended December 31, 2023, 38,334 common shares were issued upon exercise of 38,334 DSUs (year ended December 31, 2022: 97,045 common shares upon exercise of 97,045 DSUs). For the year ended December 31, 2023, upon exercise of DSUs, EUR 218 was transferred from contributed surplus to share capital in the consolidated statements of changes in equity (year ended December 31, 2022: EUR 1,407).

Restricted Share Units (“RSUs”)

During the year ended December 31, 2023, 234,375 RSUs, were granted (year ended December 31, 2022: 503,000), with a fair value of between CAD 5.25 and CAD 6.53 per unit (year ended December 31, 2022: between CAD 5.56 and CAD 8.18 per unit) determined as the share price on the date of grant.

During the year ended December 31, 2023, a share-based compensation charge of EUR 1,329 EUR has been recognized in the consolidated statements of loss and comprehensive income (loss) (the year ended December 31, 2022: EUR 1,091) in relation to the RSUs.

During the year ended December 31, 2023, 365,043 common shares were issued upon exercise of 365,043 RSUs (year ended December 2022: nil common shares). For the year ended December 31, 2023, EUR 2,365 was transferred from contributed surplus to share capital in the consolidated statements of changes in equity (December 31, 2022: nil).
v3.24.1
GOODWILL
 12 Months Ended
Dec. 31, 2023
GOODWILL  
GOODWILL

11

GOODWILL

The following is a continuity of the Company’s goodwill:

​

​

​

​

As at January 1, 2022

    

24,728

Goodwill recognized upon acquisition of Spin Games LLC (Note 6)

​

6,934

As at December 31, 2022

​

31,662

​

​

​

Effect of movements in exchange rates

​

259

As at December 31, 2023

​

31,921

​

The carrying amount of goodwill is attributed to the acquisitions of Oryx Gaming, Wild Streak and Spin. The Company completed its annual impairment tests for goodwill as at December 31, 2023 and concluded that there was no impairment.

Key Assumptions

The recoverable amount was determined based on a value in use calculation which uses cash flow projections based on financial budgets approved by the Board and covering a five-year period and an after-tax discount rate of 16.0% (pre-tax rate 23.9%) per annum. The cash flows beyond the five-year period have been extrapolated using a steady 3.0% per annum growth rate.

The cash flow projections used in estimating the recoverable amounts are generally consistent with results achieved historically adjusted for anticipated growth.
v3.24.1
DEFERRED CONSIDERATION
 12 Months Ended
Dec. 31, 2023
DEFERRED CONSIDERATION  
DEFERRED CONSIDERATION

12

DEFERRED CONSIDERATION

The following is a continuity of the Company’s deferred consideration:

​

​

​

​

Balance as at January 1, 2022

    

-

Deferred consideration payable upon business combination (Note 6)

​

4,003

Accretion expense

​

316

Gain on remeasurement of deferred consideration

​

(804)

Effect of movement in exchange rates

​

(218)

Balance as at December 31, 2022

​

3,297

​

​

​

Accretion expense

​

403

Loss on remeasurement of deferred consideration

​

440

Shares issued as deferred consideration

​

(1,104)

Effect of movement in exchange rates

​

(97)

Balance as at December 31, 2023

​

2,939

​

As at December 31, 2023 EUR 1,513 is recorded as the short-term portion of deferred consideration (December 31, 2022: EUR 1,176) and EUR 1,426 is recorded as the long-term portion (December 31, 2022: EUR 2,121).

12

DEFERRED CONSIDERATION (CONTINUED)

Spin Games LLC

The Company completed the acquisition of Spin Games LLC effective on June 1, 2022. The Company agreed deferred consideration payments in common shares of the Company over three years from the effective date recorded with a present value of EUR 4,003. The discount for lack of marketability (DLOM) on June 1, 2022, was determined by applying Finnerty’s average-strike put option model (2012) with a volatility of between 71.4% and 80.9%, an annual dividend rate of 0% and time to maturity of 1-3 years.

In the year ended December 31, 2023, an accretion expense of EUR 403 (year ended December 31, 2022: EUR 316) was recorded in the consolidated statements of loss and comprehensive income (loss).

In the year ended December 31, 2023, a loss on remeasurement of deferred consideration of EUR 440 (year ended December 31, 2022: gain of EUR 804) was recorded in the consolidated statements of loss and comprehensive income (loss).
v3.24.1
RIGHT OF USE ASSETS
 12 Months Ended
Dec. 31, 2023
RIGHT OF USE ASSETS  
RIGHT OF USE ASSETS

13

RIGHT OF USE ASSETS

​

​

​

​

​

​

​

​

​

Right of use

​

    

Properties

Cost

​

​

Balance as at December 31, 2021

​

994

Additions

​

135

Acquired through business combination (Note 6)

​

177

Effect of movement in exchange rates

​

4

Balance as at December 31, 2022

​

1,311

Additions

​

3,389

Modification

​

(256)

Disposal

​

(74)

Effect of movement in exchange rates

​

65

Balance as at December 31, 2023

​

4,434

​

​

​

Accumulated Amortization

​

​

Balance as at December 31, 2021

​

415

Amortization

​

230

Effect of movement in exchange rates

​

90

Balance as at December 31, 2022

​

735

Amortization

​

579

Disposal

​

(74)

Effect of movement in exchange rates

​

(39)

Balance as at December 31, 2023

​

1,201

​

​

​

Carrying Amount

​

​

Balance as at December 31, 2022

​

576

Balance as at December 31, 2023

​

3,233

​

13

RIGHT OF USE ASSETS (CONTINUED)

In the year ended December 31, 2023, depreciation expense of EUR 579 was recognized within selling, general and administrative expenses (year ended December 31, 2022: EUR 230).
v3.24.1
INTANGIBLE ASSETS
 12 Months Ended
Dec. 31, 2023
INTANGIBLE ASSETS  
INTANGIBLE ASSETS

14

INTANGIBLE ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deferred

​

​

​

​

​

​

​

​

​

​

Intellectual

​

Development

​

Customer

​

​

​

​

​

​

​

    

Property

    

Costs

    

Relationships

    

Brands

    

Other

    

Total

Cost

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2021

​

15,223

​

6,186

​

16,584

​

1,692

​

64

​

39,749

Additions

​

659

​

6,709

​

—

​

—

​

9

​

7,377

Acquired through business combination (Note 6)

​

1,471

​

—

​

8,131

​

462

​

234

​

10,298

Effect of movement in exchange rates

​

369

​

(14)

​

758

​

23

​

2

​

1,138

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2022

​

17,722

​

12,881

​

25,473

​

2,177

​

309

​

58,562

Additions

​

649

​

8,742

​

—

​

—

​

—

​

9,391

Effect of movement in exchange rates

​

(275)

​

(28)

​

(715)

​

(29)

​

(10)

​

(1,057)

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

18,096

​

21,595

​

24,758

​

2,148

​

299

​

66,896

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated Amortization

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2021

​

3,890

​

2,411

​

2,166

​

431

​

6

​

8,904

Amortization

​

2,238

​

3,161

​

2,186

​

350

​

46

​

7,981

Effect of movement in exchange rates

​

(17)

​

(4)

​

(2)

​

(2)

​

(3)

​

(28)

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2022

​

6,111

​

5,568

​

4,350

​

779

​

49

​

16,857

Amortization

​

2,484

​

5,667

​

3,238

​

663

​

95

​

12,147

Effect of movement in exchange rates

​

(150)

​

35

​

(136)

​

(12)

​

22

​

(241)

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

8,445

​

11,270

​

7,452

​

1,430

​

166

​

28,763

​

​

​

​

​

​

​

​

​

​

​

​

​

Carrying Amount

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2022

​

11,611

​

7,313

​

21,123

​

1,398

​

260

​

41,705

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

9,651

​

10,325

​

17,306

​

718

​

133

​

38,133

​

In the year ended December 31, 2023, amortization expense of EUR 12,147 was recognized within selling, general and administrative expenses (year ended December 31, 2022: EUR 7,981).
v3.24.1
CASH AND CASH EQUIVALENTS
 12 Months Ended
Dec. 31, 2023
CASH AND CASH EQUIVALENTS  
CASH AND CASH EQUIVALENTS

15

CASH AND CASH EQUIVALENTS

As at December 31, 2023 and 2022, cash and cash equivalents consisted of cash held in banks, marketable investments with an original maturity date of 90 days or less from the date of acquisition, and prepaid credit cards.
v3.24.1
TRADE AND OTHER RECEIVABLES
 12 Months Ended
Dec. 31, 2023
TRADE AND OTHER RECEIVABLES  
TRADE AND OTHER RECEIVABLES

16

TRADE AND OTHER RECEIVABLES

Trade and other receivables comprises:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Trade receivables

​

18,641

​

16,231

Sales tax

​

—

​

397

Trade and other receivables

​

18,641

​

16,628

​

The following is an aging of the Company’s trade receivables:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Less than one month

​

17,711

​

15,759

Between two and three months

​

1,275

​

1,313

Greater than three months

​

1,714

​

1,594

​

​

20,700

​

18,666

Provision for expected credit losses

​

(2,059)

​

(2,435)

Trade receivables

​

18,641

​

16,231

​

The balance of accrued income is included in receivables aged less than one month as this balance will be converted to accounts receivable upon issuance of sales invoices.

The following is a continuity of the Company’s provision for expected credit losses related to trade and other receivables:

​

​

​

​

​

​

Balance as at December 31, 2021

    

​

    

2,415

Net additional provision for doubtful debts

​

​

​

(629)

Provision for late interest receivable

​

​

​

649

Balance as at December 31, 2022

​

​

​

2,435

Net additional provision for doubtful debts

​

​

​

(376)

Balance as at December 31, 2023

​

​

​

2,059

​
v3.24.1
PREPAID EXPENSES AND OTHER ASSETS
 12 Months Ended
Dec. 31, 2023
PREPAID EXPENSES AND OTHER ASSETS  
PREPAID EXPENSES AND OTHER ASSETS

17

PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets comprises:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31,

​

    

2023

    

2022

Prepayments

​

1,200

​

1,636

Deposits

​

83

​

59

Other assets

​

372

​

128

Prepaid expenses and other assets

​

1,655

​

1,823

​
v3.24.1
TRADE PAYABLES AND OTHER LIABILITIES
 12 Months Ended
Dec. 31, 2023
TRADE PAYABLES AND OTHER LIABILITIES  
TRADE PAYABLES AND OTHER LIABILITIES

18

TRADE PAYABLES AND OTHER LIABILITIES

Trade payables and other liabilities comprises:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

   

2023

   

2022

Trade payables

​

7,504

​

4,327

Accrued liabilities

​

13,983

​

14,817

Sales tax payable

​

12

​

—

Other payables

​

347

​

405

Trade payables and other liabilities

​

21,846

​

19,549

​
v3.24.1
LEASE LIABILITIES
 12 Months Ended
Dec. 31, 2023
LEASE LIABILITIES  
LEASE LIABILITIES

19

LEASE LIABILITIES

The Company leases various properties mainly for office buildings. Rental contracts are made for various periods ranging up to seven (7) years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

​

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Company as a lessee.

​

Set out below are the carrying amounts of the lease liabilities and the movements for the period:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

At beginning of the year

​

638

​

600

Additions

​

3,389

​

135

Acquired through business combination (Note 6)

​

—

​

177

Modification

​

(279)

​

—

Accretion of interests

​

65

​

11

Payments

​

(595)

​

(188)

Effect of movement in exchange rates

​

59

​

(97)

At end of the year

​

3,277

​

638

​

The maturity analysis of lease liabilities are disclosed below:

​

​

​

​

​

​

​

    

December 31, 2023

​

​

Present value

​

Total

​

​

of the minimum

​

minimum

​

​

lease payments

​

lease payments

Within 1 year

​

709

​

739

After 1 year but within 2 years

​

689

​

732

Atfter 2 years but within 5 years

​

1,712

​

1,930

After 5 years

​

167

​

209

​

​

3,277

​

3,610

Less: Total future interest expenses

​

​

​

(333)

​

​

​

​

3,277

​

The following are the amounts recognized in the consolidated statement of loss and comprehensive income (loss):

​

​

​

​

​

​

​

​

Year Ended December 31,

​

    

2023

    

2022

Amortization expense on right of use assets

​

579

​

230

Interest expense on lease liabilities

​

65

​

11

Total amount recognized in the income statement

​

644

​

241

​
v3.24.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2023
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

20

RELATED PARTY TRANSACTIONS

The Company’s policy is to conduct all transactions and settle all balances with related parties on market terms and conditions for those in the normal course of business. Transactions between the Company and its consolidated entities have been eliminated on consolidation and are not disclosed in this note.

Key Management Personnel

The Company’s key management personnel are comprised of members of the Board and the executive team which consists of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Strategy Officer and Chief Technology Officer. Two key management employees are also shareholders in the Company.

Transactions with Shareholders, Key Management Personnel and Members of the Board of Directors

Transactions recorded in the consolidated statements of loss and comprehensive income (loss) between the Company and its shareholders, key management personnel and Board of Directors are set out in aggregate as follows:

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

    

2022

Revenue

​

—

​

101

Salaries and subcontractors

​

(4,255)

​

(4,088)

Share based compensation

​

(1,688)

​

(2,769)

Professional fees

​

(163)

​

(44)

Other operational costs

​

—

​

(228)

​

​

(6,106)

​

(7,028)

​

Transactions with Wild Streak and Spin Vendors

Certain vendors in the sale of Wild Streak and Spin subsequently became employees of the Company. Transactions recorded in the consolidated statements of loss and comprehensive income (loss) between the Company and these employees are set out in aggregate as follows:

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

    

2022

Salaries and subcontractors

​

(2,292)

​

(1,326)

Share based compensation

​

(74)

​

(62)

(Loss) gain on remeasurement of deferred consideration

​

(440)

​

804

Interest and financing fees

​

(403)

​

(316)

​

​

(3,209)

​

(900)

​

​

​

​

​

20RELATED PARTY TRANSACTIONS (CONTINUED)

Balances due to/from key management personnel, Board of Directors and Wild Streak and Spin vendors who subsequently became employees of the Company are set out in aggregate as follows:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Consolidated statements of financial position

​

​

​

​

Trade and other receivables

​

40

​

8

Trade payables and other liabilities

​

(1,945)

​

(2,019)

Deferred consideration - current

​

(1,513)

​

(1,176)

Deferred consideration - non-current

​

(1,426)

​

(2,121)

Net related party payable

​

(4,844)

​

(5,308)

​

Other transactions with key management personnel, Board of Directors and Wild Streak and Spin vendors who subsequently became employees of the Company are set out in aggregate as follows:

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

    

2022

Consolidated statements of changes in equity

​

​

​

​

Shares issued as deferred consideration to Wild Streak Vendors

​

​

​

​

Shares to be issued

​

(3,491)

​

(6,764)

Share capital

​

3,491

​

6,764

Shares issued as consideration to Spin Vendors

​

​

​

​

Share capital

​

1,104

​

1,426

Net movement in equity

​

1,104

​

1,426

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Consolidated statements of cash flows

​

​

​

​

Consideration paid upon business combination

​

—

​

(8,488)

Prepaid consideration

​

—

​

(821)

Repayment of loans

​

—

​

(94)

Net cash outflow

​

—

​

(9,403)

​
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
 12 Months Ended
Dec. 31, 2023
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT  
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

21

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The financial instruments measured at amortized cost are summarised below:

Financial Assets

​

​

​

​

​

​

​

​

Financial assets as subsequently

​

​

measured at amortized cost

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Trade receivables

​

18,641

​

16,231

​

Financial Liabilities

​

​

​

​

​

​

​

​

Financial liabilities as subsequently

​

​

measured at amortized cost

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Trade payables

​

7,504

​

4,327

Accrued liabilities

​

13,983

​

14,817

Convertible debt

​

2,445

​

6,648

Lease obligations on right of use assets

​

3,277

​

638

Other liabilities

​

347

​

405

Loans payable

​

—

​

109

​

​

27,556

​

26,944

​

The carrying values of the financial instruments approximate their fair values.

Fair Value Hierarchy

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value through profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

8,796

​

—

​

—

​

8,796

​

11,287

​

—

​

—

​

11,287

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value through profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivative liability

​

—

​

471

​

—

​

471

​

—

​

1,320

​

—

​

1,320

Deferred consideration

​

—

​

2,939

​

—

​

2,939

​

—

​

3,297

​

—

​

3,297

Other liabilities

​

—

​

—

​

269

​

269

​

—

​

—

​

74

​

74

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value through other comprehensive income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other liabilities

​

—

​

—

​

104

​

104

​

—

​

—

​

160

​

160

​

There were no transfers between the levels of the fair value hierarchy during the periods.

21

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

During the year ended December 31, 2023, a loss of EUR 440 (year ended December 31, 2022: gain of EUR 804), was recognized in the consolidated statements of loss and comprehensive income (loss) as gain (loss) on remeasurement of deferred consideration (Note 12) for financial instruments designated as FVTPL.

During the year ended December 31, 2023, a loss of EUR 3 (year ended December 31, 2022: gain of EUR 85), was recognized in the consolidated statements of loss and comprehensive income (loss) as remeasurement of employee obligations for financial instruments designated as FVOCI.

As a result of holding and issuing financial instruments, the Company is exposed to certain risks. The following is a description of those risks and how the exposures are managed.

Liquidity risk

Liquidity risk is the risk that the Company is unable to generate or obtain sufficient cash and cash equivalents in a cost-effective manner to fund its obligations as they come due. The Company will experience liquidity risks if it fails to maintain appropriate levels of cash and cash equivalents, is unable to access sources of funding or fails to appropriately diversify sources of funding. If any of these events were to occur, they could adversely affect the financial performance of the Company.

The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates this planning and budgeting process with its financing activities through its capital management process. The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The Company is not subject to any externally imposed capital requirements.

The following are the undiscounted contractual maturities of significant financial liabilities and the total contractual obligations of the Company as at December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Trade payables and other liabilities

​

21,846

​

—

​

—

​

—

​

—

​

21,846

Convertible debt

​

3,620

​

—

​

—

​

—

​

—

​

3,620

Lease obligations on right of use assets

​

739

​

732

​

696

​

713

​

731

​

3,611

Loans payable

​

—

​

—

​

—

​

—

​

—

​

—

Other non-current liabilities

​

1

​

3

​

3

​

7

​

778

​

792

​

​

26,206

​

735

​

699

​

720

​

1,509

​

29,869

​

Foreign currency exchange risk

The Company’s financial statements are presented in EUR; however, a portion of the Company’s net assets and operations are denominated in other currencies, particularly Canadian and US dollars. Such net assets are translated into EUR at the foreign currency exchange rate in effect at the reporting date, and operations at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are recognized. As a result, the Company is exposed to foreign currency translation gains and losses, which are recorded in accumulated other comprehensive loss.

21

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

The Company is also exposed to risk on transaction in currencies other than its functional currency resulting in realized and unrealized foreign currency gains and loss which are recorded in other operational costs. The Company estimates that an appreciation of the EUR of 10% relative to other currencies would result in a decrease of EUR 1,405 in earnings before income taxes while a depreciating EUR will have the opposite impact (year ended December 31, 2022: EUR 1,443).

The Company has no derivative instruments in the form of futures contracts and forward contracts to manage its current and anticipated exposure to fluctuations in EUR exchange rates.

Credit risk

The Company is exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to the Company including cash and cash equivalents, other assets and accounts receivable. Failure to manage credit risk could adversely affect the financial performance of the Company.

The risk related to cash and cash equivalents is reduced by policies and guidelines that require that the Company enters into transactions only with counterparties or issuers that have a minimum long term “BBB” credit rating from a recognized credit rating agency. The Company mitigates the risk of credit loss relating to accounts receivable by evaluating the creditworthiness of new customers and establishes a provision for expected credit losses. The Company applies the simplified approach to provide for expected credit losses as prescribed by IFRS 9, Financial Instruments, which permits the use of the lifetime expected loss provision for all accounts receivable. The expected credit loss provision is based on the Company’s historical collections and loss experience and incorporates forward-looking factors, where appropriate.

The provision matrix below shows the expected credit loss rate for each aging category of trade receivable as at December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Aging (months)

​

​

​

    

Note

    

<1

    

1 - 3

    

>3

    

Total

Gross trade receivable

​

16

​

17,711

​

1,275

​

1,714

​

20,700

Expected loss rate

​

​

​

2.36%

​

4.82%

​

92.23%

​

9.95%

Expected loss provision

​

16

​

417

​

61

​

1,581

​

2,059

​

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Aging (months)

​

​

​

    

Note

    

<1

    

1 - 3

    

>3

    

Total

Gross trade receivable

​

16

​

15,759

​

1,313

​

1,594

​

18,666

Expected loss rate

​

​

​

3.46%

​

40.21%

​

85.45%

​

13.05%

Expected loss provision

​

16

​

545

​

528

​

1,362

​

2,435

​

Gross trade receivable includes the balance of accrued income within the aging category of less than one month.

21

FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONTINUED)

Concentration risk

For the year ended December 31, 2023, one customer (year ended December 31, 2022: one customer) contributed more than 10% each to the Company’s revenues. Aggregate revenues from this customer totaled EUR 29,752 (year ended December 31, 2022: EUR 35,692).

As at December 31, 2023, one customer (December 31, 2022: one customer) constituted more than 10% to the Company’s accounts receivable. The balance owed by this customer totalled EUR 4,550 (December 31, 2022: EUR 6,138). The Company continues to expand its customer base to reduce the concentration risk.
v3.24.1
SUPPLEMENTARY CASHFLOW INFORMATION
 12 Months Ended
Dec. 31, 2023
SUPPLEMENTARY CASHFLOW INFORMATION  
SUPPLEMENTARY CASHFLOW INFORMATION

22

SUPPLEMENTARY CASHFLOW INFORMATION

Cash flows arising from changes in non-cash working capital are summarized below:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

Cash flows arising from movement in:

​

    

​

2023

    

2022

Trade and other receivables

​

 

​

(2,013)

 

(7,769)

Prepaid expenses and other assets

​

 

​

(133)

 

(550)

Deferred revenue

​

 

​

(746)

 

355

Trade payables and other liabilities

​

 

​

2,297

 

4,269

Other liabilities - non-current

​

 

​

140

 

49

Changes in working capital

​

​

​

(455)

​

(3,646)

​

Significant non-cash transactions from investing and financing activities are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

Note

​

2023

    

2022

Investing activities:

​

 

​

​

​

​

Settlement of deferred consideration for Spin through share issuance

​

8

​

(1,104)

 

(1,426)

​

​

 

​

​

​

​

Financing activity

​

 

​

​

​

​

Settlement of convertible debt through share issuance

​

7, 8

​

(2,127)

​

—

​

​

22

SUPPLEMENTARY CASHFLOW INFORMATION (CONTINUED)

During the year ended December 31, 2023, the Company incurred both cash and non-cash interest expense and other financing charges. The following table shows the split as included in the consolidated statement of loss and comprehensive loss:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

​

​

Cash

​

Non-cash

    

Total

Interest income

​

1

​

—

​

1

Interest and financing fees

​

(213)

​

—

​

(213)

Foreign exchange gain (loss)

​

67

​

—

 

67

Lease interest expense

​

(65)

​

—

 

(65)

Accretion expense on deferred consideration

​

—

​

(403)

​

(403)

Accretion expense on convertible debt

​

—

​

(1,536)

​

(1,536)

​

​

(210)

​

(1,939)

​

(2,149)

​

During the year ended December 31, 2022, the Company incurred both cash and non-cash interest expense and other financing charges. The following table shows the split as included in the consolidated statement of loss and comprehensive loss:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

​

Cash

​

Non-cash

    

Total

Interest income

​

13

​

—

​

13

Interest and financing fees

​

(210)

​

—

​

(210)

Foreign exchange gain (loss)

​

(126)

​

—

 

(126)

Lease interest expense

​

(11)

​

—

 

(11)

Accretion expense on deferred consideration

​

—

​

(316)

​

(316)

Accretion expense on convertible debt

​

—

​

(448)

​

(448)

​

​

(334)

​

(764)

​

(1,098)

​

​
v3.24.1
SEGMENT INFORMATION
 12 Months Ended
Dec. 31, 2023
SEGMENT INFORMATION  
SEGMENT INFORMATION

23

SEGMENT INFORMATION

Operating

The Company has one reportable operating segment in its continuing operations, B2B Online Gaming.

Geography – Revenue

Revenue for continuing operations was generated from contracted customers in the following jurisdictions:

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2023

    

2022

Netherlands

​

33,552

​

36,870

Curacao

​

19,223

​

17,209

Malta

​

17,919

​

14,626

United States

​

4,684

​

3,997

Croatia

​

4,276

​

3,045

Belgium

​

3,705

​

841

Serbia

​

1,759

​

1,576

Others

​

8,401

​

6,570

Revenue

​

93,519

​

84,734

​

This segmentation is not correlated to the geographical location of the Company’s worldwide end-user base.

Geography – Non-Current Assets

Non-current assets are held in the following jurisdictions:

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

United States

​

71,132

​

73,611

Other

​

3,143

​

1,039

Non-current assets

​

74,275

​

74,650

​
v3.24.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2023
INCOME TAXES  
INCOME TAXES

24

INCOME TAXES

The components of income taxes recognized in the consolidated statements of financial position are as follows:

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Income taxes payable

​

917

​

1,113

Deferred income tax liabilities

​

852

​

1,201

​

The components of income taxes recognized in the consolidated statements of loss and comprehensive loss are as follows:

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2023

    

2022

Current year

​

1,351

​

1,401

Adjustment in respect of prior periods

​

(93)

​

199

Current income taxes

​

1,258

​

1,600

Deferred income tax recovery

​

(348)

​

(42)

Deferred income tax recovery

​

(348)

​

(42)

Income taxes

​

910

​

1,558

​

There is no income tax expense recognized in other comprehensive income (loss).

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Deferred tax assets

​

​

​

​

Non-capital losses carried forward

​

348

​

163

​

​

​

​

​

Deferred tax liabilities

​

​

​

​

Goodwill and intangible assets

​

852

​

1,201

Convertible debt

​

(348)

​

(163)

Deferred income tax liabilities

​

852

​

1,201

​

24

INCOME TAXES (CONTINUED)

The effective income tax rates in the consolidated statements of loss and comprehensive loss were reported at rates different than the combined Canadian federal and provincial statutory income tax rates for the following reasons:

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2023

    

2022

​

​

%

    

%

Canadian statutory tax rate

​

26.5

​

26.5

Effect of tax rate in foreign jurisdictions

​

(6.7)

​

7.7

Impact of foreign currency translation

​

(11.5)

​

2.9

Non-deductible and non-taxable items

​

(13.5)

​

(45.2)

Change in tax benefits not recognized

​

(29.0)

​

(48.0)

Adjustments in respect of prior periods

​

—

​

(16.2)

Adjustment of prior year tax payable

​

3.2

​

(10.4)

Other

​

—

​

1.8

Effective Income Tax Rate Applicable to Loss Before Income Taxes

​

(31.0)

​

(80.9)

​

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

​

2022

Income tax losses - Canada

    

33,350

    

32,773

Capital tax losses - Canada

 

28,062

    

28,385

Income tax losses - United Kingdom

 

1,076

    

2,107

Income tax losses - Malta

 

142

    

142

Income tax losses - USA

 

412

    

—

Property and equipment

 

1,935

    

2,170

Goodwill

 

1,175

    

2,103

Intangibles

​

11,850

​

—

Right-of-use assets

​

45

​

—

Share issuance costs

 

1,523

    

2,888

Total unrecognized deductible temporary differences

 

79,570

 

70,568

​

​

​

24INCOME TAXES (CONTINUED)

The portion of the income tax losses related to Canada which have a limited carry-forward period expire in the years 2028 to 2043 as follows:

​

​

​

​

2028

​

649

2029

​

332

2030

​

223

2031

​

1,163

2032

​

1,698

2033

​

2,428

2034

​

1,184

2035

​

3,011

2036

​

1,578

2037

​

3,096

2038

​

1,871

2039

​

2,143

2040

​

3,188

2041

​

3,973

2042

​

2,544

2043

​

4,267

​

​

33,348

​

The United Kingdom losses are carried forward indefinitely unless subject to certain restrictions. The deductible temporary differences do not expire under current income tax legislation. Deferred income tax assets were not recognized in respect of these items because it is not probable that future taxable income will be available to the Company to utilize the benefits.
v3.24.1
CONTINGENT LIABILITIES
 12 Months Ended
Dec. 31, 2023
CONTINGENT LIABILITIES  
CONTINGENT LIABILITIES

25

CONTINGENT LIABILITIES

In the ordinary course of business, the Company is involved in and potentially subject to, legal actions and proceedings. In addition, the Company is subject to tax audits from various tax authorities on an ongoing basis. As a result, from time to time, tax authorities may disagree with the positions and conclusions taken by the Company in its tax filings or legislation could be amended or interpretations of current legislation could change, any of which events could lead to reassessments.
v3.24.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

26SUBSEQUENT EVENTS

Between the reporting date and the date of these consolidated financial statements, Lind delivered notices to convert debt to common shares with a face value totaling USD 1,500. The Company elected to settle USD 500 of the debt in cash upon delivery of cash in-lieu of shares conversion notice for a total of USD 515, and the remaining USD 1,000 by issuing 216,148 Common Shares. All Common Shares have been issued in full.
v3.24.1
MATERIAL ACCOUNTING POLICY INFORMATION (Policies)
 12 Months Ended
Dec. 31, 2023
MATERIAL ACCOUNTING POLICY INFORMATION  
Basis of consolidation

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries when the Company controls them. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The Company assesses control on an ongoing basis. The Company’s interest in the voting share capital of all its subsidiaries is 100%.

Transactions and balances between the Company and its consolidated entities have been eliminated on consolidation.

The table below summarizes the Company’s operating subsidiaries and the functional currency for each operating subsidiary:

​

​

​

​

​

​

​

​

​

​

Place of

​

​

​

​

​

​

incorporation

​

​

​

Functional

​

    

/ operation

    

Principal activity

    

currency

Bragg Gaming Group - Group Services Ltd.

​

United Kingdom

​

Corporate activities

​

GBP

Bragg Gaming Group - Parent Services Ltd.

​

United Kingdom

​

Corporate activities

​

GBP

Oryx Gaming International LLC

​

United States

​

Gaming solution provider

​

EUR

Oryx Gaming Ltd.

​

Malta

​

Gaming solution provider

​

EUR

Oryx Marketing Poslovne Storitve D.o.o.

​

Slovenia

​

Marketing

​

EUR

Oryx Podpora D.o.o.

​

Slovenia

​

B2B support services

​

EUR

Oryx Razyojne-Storitve D.o.o.

​

Slovenia

​

Gaming solution developer

​

EUR

Oryx Sales Distribution Ltd.

​

Cyprus

​

Distribution

​

EUR

Poynt Inc.

​

Canada

​

Inactive company

​

CAD

Spin Games India Private Limited

​

India

​

Gaming solution developer

​

USD

Spin Games LLC

​

United States

​

Gaming solution provider

​

USD

Wild Streak LLC

​

United States

​

Content creation studio

​

USD

Bragg (Gibraltar) Limited

​

Gibraltar

​

Distribution

​

EUR

Bragg Isle of Man Limited

​

Isle of Man

​

Distribution

​

GBP

Bragg Gaming Solutions International

​

Israel

​

Corporate activities

​

ILS
Presentation currency

Presentation currency

The presentation currency of the Company is the Euro, while the functional currencies of its subsidiaries are Euro, Canadian dollar, United States dollar, British pound sterling and Israel shekels due to primary location of individual entities within the Group. The presentation currency of the Euro has been selected as it best represents the majority of the Company’s economic inflows, outflows as well as its assets and liabilities.

The assets and liabilities of operations that have a functional currency different from that of the Company’s reporting currency are translated into Euros at the foreign currency exchange rate in effect at the reporting date. The resulting foreign currency exchange gains or losses are recognized in the foreign currency translation adjustment as part of other comprehensive income (loss). When such foreign operations are disposed of, the related foreign currency translation reserve is recognized in net earnings as part of the gain or loss on disposal.

Presentation currency (continued)

Revenues and expenses of foreign operations are translated into Euros at the foreign currency exchange rates that approximate the rates in effect at the dates when such items are transacted.

Amounts are rounded to the nearest thousand, unless otherwise stated.
Business combinations

Business combinations

Business combinations are accounted for using the acquisition method as of the date when control is transferred to the Company. The Company measures goodwill as the excess of the sum of the fair value of the consideration transferred over the net identifiable assets acquired and liabilities assumed, all measured as at the acquisition date. Transaction costs that the Company incurs in connection with a business combination, other than those associated with the issuance of debt or equity securities, are expensed as incurred.
Net earnings (loss) per share ("EPS")

Net earnings (loss) per share (“EPS”)

Basic EPS is calculated by dividing the net earnings (loss) available to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the net earnings available to shareholders and the weighted average number of shares outstanding for the effects of all potential dilutive instruments.

The diluted earnings per share is determined by adjusting the net income attributable to common shareholders and the weighted-average number of common shares outstanding for the effects of all dilutive potential common shares. The diluted earnings per share calculation considers the impact of stock options, warrants, and other potentially dilutive instruments, which are anti-dilutive when the Company is in a loss position..
Cash and cash equivalents

Cash and cash equivalents

Cash equivalents consist of highly liquid marketable investments with an original maturity date of 90 days or less from the date of acquisition and prepaid credit cards.
Trade and other receivables

Trade and other receivables

Trade and other receivables consist primarily of trade receivables from customers for which the Group provides services and accrued income in relation to receivables from customers that have yet to be invoiced. Upon invoicing, amounts are transferred from accrued income to trade receivables and any differences between the accrued and invoiced values are recognized in the consolidated statements of loss and comprehensive income (loss).
Revenue recognition

Revenue recognition

The Company recognizes revenue when control of the goods or services has been transferred. Revenue is measured at the amount of consideration to which the Company expects to be entitled, including variable consideration to the extent that it is highly probable that a significant reversal will not occur. Revenue is derived from software platform licensing, maintenance of source code, bespoke development, management service fees, marketing fees, revenue share from licencing of content and hosting fees. Revenue is recognized when the service provided to the customer is complete. Specifically:

●Games and content: revenues from content and aggregation platform licensing are derived from revenues a customer earns from utilizing the Company’s aggregation software platform and aggregated content in that period. The Company’s revenue is therefore linked to the revenue derived from a customer's end user, i.e., the subsequent sale/services. The Company recognizes revenue once the customer has earned the revenue from the subsequent sale/services as this is the point where the performance obligation is satisfied.
●iGaming and turnkey projects: the Company charges platform licencing fees derived from revenues a customer earns from utilising the Company’s software platform. A variable monthly management and marketing fee is charged for services in the month in which the services are provided, and performance obligations are met. Charges for development projects are charged on a time and materials basis upon delivery at agreed milestones. Revenue is recognized as it is billed unless services and performance obligations are provided in a future period. If services and performance obligations are not provided in the reporting period, then revenue is not recognized.
Income taxes

Income taxes

Current and deferred taxes are recognized in the consolidated statements of loss and comprehensive income (loss), except for current and deferred taxes related to a business combination, or amounts charged directly to equity or other comprehensive income (loss), which are recognized in the consolidated statements of financial position.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the asset and liability method of accounting on temporary differences arising between the financial statement carrying values of existing assets and liabilities and their respective income tax bases. Deferred tax is measured using enacted or substantively enacted income tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset is recognized for temporary differences as well as unused tax losses and credits to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on different taxable entities where the Company intends to settle its current tax assets and liabilities on a net basis.

Deferred tax is recorded on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company, and it is probable that the temporary difference will not reverse in the foreseeable future.
Property and equipment

Property and equipment

Property and equipment are recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use and capitalized borrowing costs. The commencement date for capitalization of costs occurs when the Company first incurs expenditures for the qualifying assets and undertakes the required activities to prepare the assets for their intended use.

Borrowing costs directly attributable to the acquisition, construction or production of property and equipment, that necessarily take a substantial period of time to prepare for their intended use and a proportionate share of general borrowings, are capitalized to the cost of those assets, based on a quarterly weighted average cost of borrowing. All other borrowing costs are expensed as incurred and recognized in net interest expense and other financing charges.

The cost of replacing a component of property and equipment is recognized in the carrying amount if it is probable that the future economic benefits embodied within the component will flow to the Company and the cost can be measured reliably. The carrying amount of the replaced component is derecognized. The cost of repairs and maintenance of property and equipment is expensed as incurred and recognized in the consolidated statements of loss and comprehensive loss.

Gains and losses on disposal of property and equipment are determined by comparing the fair value of proceeds from disposal with the net book value of the assets and are recognized on a net basis in the consolidated statements of loss and comprehensive loss.

Property and equipment are depreciated on a straight-line basis over their estimated useful lives of up to five years to their estimated residual value when the assets are available for use. When significant parts of a property and equipment have different useful lives, they are accounted for as separate components and depreciated separately. Depreciation methods, useful lives and residual values are reviewed annually and are adjusted for prospectively, if appropriate.
Leases

Leases

The Company assesses whether a contract is, or contains, a lease. If a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, then the contract may contain a lease. The Company assesses whether a contract conveys the right to control the use of an asset by performing the following tests:

-

assess whether the contract involves the use of an identified asset and may be specified explicitly or implicitly. It should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a significant right to substitution, then the asset is not identified;

-

assess whether the Company has the right to obtain substantially all of the economic benefits arising from the use of the asset throughout the period of use; and

-

assess that the Company has the right to direct enjoyment of the asset. This right is identified when the Company has the decision-making rights in how and for what purpose the asset is used. In cases where the decision on how and for what purpose to use the asset has been predetermined, the Company has the right to direct the use of the asset if either it has the right to operate the asset, or the Company has designed the asset in a manner that predetermines how and for what purpose the asset will be used.

Leases (continued)

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

-

fixed payments, including in-substance fixed payments;

-

variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

-

amounts expected to be payable under a residual value guarantee; and

-

the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension, or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of equipment that have a lease term of twelve months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Intangible assets

Intangible assets

Intangible assets are measured at cost less any amortization and accumulated impairment losses. These intangible assets are tested for impairment on an annual basis or more frequently if there are indicators that intangible assets may be impaired as described in the Impairment of non-financial assets policy.

Intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

​

​

​

​

Intellectual property identified upon business combination

    

5 - 10 years

Intellectual property acquired from third-parties

​

3 years

Customer relationships

​

5 - 10 years

Brands

​

2.25 - 3 years

Deferred development costs

​

3 years

Trademarks and patents

​

3 - 15 years

Software

​

3 years

Game certifications

​

3 years

​

Trademarks, patents and gaming licenses are classified under “Other” in the intangible assets disclosure note (Note 14).

The Company capitalizes the costs of intangible assets if and only if:

-

it is probable that the expected future economic benefits attributable to the asset will flow to the entity; and

-

the cost of the asset can be measured reliably.

Certain costs incurred in connection with the development of intellectual property relating to proprietary technology are capitalized to intangible assets as development costs. Intangible assets are recorded at cost, which consists of directly attributable costs necessary to create such intangible assets, less accumulated amortization and accumulated impairment losses, if any. The costs mainly include the salaries paid to the software developers and consulting fees.

These costs are recognized as development costs assets when the following criteria are met:

-

it is technically feasible to complete the software product so that it will be available for use;

-

management intends to complete the software product;

-

it can be demonstrated how the software product will generate future economic benefits;

-

adequate technical, financial, and other resources to complete the development and to use or sell the products are available; and

-

the expenditure attributable to the software product during its development can be reliably measured.
Goodwill

Goodwill

Goodwill arising in a business combination is recognized as an asset at the date that control is acquired. Goodwill is subsequently measured at cost less accumulated impairment losses. Goodwill is not amortized but is tested for impairment on an annual basis or more frequently if there are indicators that goodwill may be impaired as described in the Impairment of non-financial assets policy.
Impairment of non-financial assets

Impairment of non-financial assets

At each statement of financial position date, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, the asset is then tested for impairment by comparing its recoverable amount to its carrying value. Goodwill is tested for impairment at least annually.

For the purpose of impairment testing, assets, including right-of-use assets, are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of cash inflows of other assets or groups of assets. This grouping is referred to as a cash generating unit ("CGU").

Corporate assets, which include head office facilities, do not generate separate cash inflows. Corporate assets are tested for impairment at the minimum grouping of CGUs to which the corporate assets can be reasonably and consistently allocated. Goodwill arising from a business combination is tested for impairment at the minimum grouping of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of a CGU or CGU grouping is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows from the CGU or CGU grouping, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU or CGU grouping. If the CGU or CGU grouping includes right-of-use assets in its carrying amount, the pre-tax discount rate reflects the risks associated with the exclusion of lease payments from the estimated future cash flows. The fair value less costs to sell is based on the best information available to reflect the amount that could be obtained from the disposal of the CGU or CGU grouping in an arm’s length transaction between knowledgeable and willing parties, net of estimates of the costs of disposal.

An impairment loss is recognized if the carrying amount of a CGU or CGU grouping exceeds its recoverable amount. For asset impairments other than goodwill, the impairment loss reduces the carrying amounts of the non-financial assets in the CGU on a pro-rata basis, up to an asset’s individual recoverable amount. Any loss identified from goodwill impairment testing is first applied to reduce the carrying amount of goodwill allocated to the CGU grouping, and then to reduce the carrying amounts of the other non-financial assets in the CGU or CGU grouping on a pro-rata basis.

For assets other than goodwill, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss in respect of goodwill is not reversed.
Financial instruments

Financial instruments

Financial assets and liabilities are recognized when the Company becomes party to the contractual provisions of the financial instrument. Upon initial recognition, financial instruments are measured at fair value plus or minus transaction costs that are directly attributable to the acquisition or issue of financial instruments that are not classified as fair value through profit or loss.

Financial instruments – classification and measurement

The classification and measurement approach for financial assets reflect the business model in which assets are managed and their cash flow characteristics. Financial assets are classified and measured based on these categories: amortized cost, fair value through other comprehensive income ("FVOCI"), or fair value through profit and loss ("FVTPL"). A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

-

the financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

-

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

-

the financial asset is held within a business model in which assets are managed to achieve a particular objective by both collecting contractual cash flows and selling financial assets; and

-

the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset shall be measured at FVTPL unless it is measured at amortized cost or at FVOCI. Financial assets are not reclassified subsequent to their initial recognition unless the Company identifies changes in its business model in managing financial assets. Financial liabilities are classified and measured based on two categories: amortized cost or FVTPL.

Fair values are based on quoted market prices where available from active markets, otherwise fair values are estimated using valuation methodologies, primarily discounted cash flows taking into account external market inputs where possible.

The amortized cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount recognized and the maturity amount, minus any reduction for impairment.

Financial instruments - classification and measurement (continued)

The following table summarizes the classification and measurement of the Company’s financial assets and liabilities:

​

​

​

​

Asset / Liability

    

Classification / Measurement

Cash and cash equivalents

​

FVTPL

Trade and other receivables

​

Amortized cost

Trade payables and other liabilities

​

Amortized cost

Deferred consideration

​

FVTPL

Loans payable

​

Amortized cost

Derivative liability

​

FVTPL

Convertible debt

​

Amortized cost

Lease obligations on right of use assets

​

Amortized cost

Other non-current liabilities

​

FVTPL / FVOCI

​

Financial instruments – valuation

The determination of the fair value of financial instruments is performed by the Company’s treasury and financial reporting departments on a quarterly basis. There was no change in the valuation techniques applied to financial instruments during the current year.

The carrying amounts reported for cash and cash equivalents, trade and other receivables, trade payables and other liabilities, and deferred consideration approximate fair value because of the immediate short-term maturity of these financial instruments. The carrying value of lease obligations on right of use assets, convertible debt and loans payable approximates the fair value based on rates currently available from financial institutions and various lenders.

Gains and losses on FVTPL financial assets and financial liabilities are recognized in net earnings in the period in which they are incurred. Settlement date accounting is used to account for the purchase and sale of financial assets. Gains or losses between the trade date and settlement date on FVTPL financial assets are recorded in the consolidated statements of loss and comprehensive loss.

Financial instruments – derecognition

Financial assets are derecognized when the contractual rights to receive cash flows and benefits from the financial asset expire, or if the Company transfers the control or substantially all the risks and rewards of ownership of the financial asset to another party. The difference between the carrying amount of the financial asset and the sum of the consideration received and receivable is recognized in earnings before income taxes.

Financial liabilities are derecognized when obligations under the contract expire, are discharged, or cancelled. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in earnings before income taxes.

Financial instruments – impairment

The Company applies a forward-looking expected credit loss ("ECL") model at each reporting date to financial assets measured at amortized cost or those measured at FVOCI, except for investments in equity instruments. The ECL model outlines a three-stage approach to reflect the increase in credit risks of a financial instrument:

-

Stage 1 is comprised of all financial instruments that have not had a significant increase in credit risks since initial recognition or that have low credit risk at the reporting date. The Company is required to recognize impairment for Stage 1 financial instruments based on the expected losses over the expected life of the instrument arising from loss events that could occur during the 12 months following the reporting date.

-

Stage 2 is comprised of all financial instruments that have had a significant increase in credit risks since initial recognition but that do not have objective evidence of a credit loss event. For Stage 2 financial instruments the impairment is recognized based on the expected losses over the expected life of the instrument arising from loss events that could occur over the expected life. The Company is required to recognize a lifetime ECL for Stage 2 financial instruments.

-

Stage 3 is comprised of all financial instruments that have objective evidence of impairment at the reporting date. The Company is required to recognize impairment based on a lifetime ECL for Stage 3 financial instruments. The ECL model applied to financial assets require judgment, assumptions, and estimations on changes in credit risks, forecasts of future economic conditions and historical information on the credit quality of the financial asset. Consideration of how changes in economic factors affect ECLs are determined on a probability-weighted basis.

The carrying amount of the financial asset or group of financial assets is reduced through the use of impairment allowance accounts. In periods subsequent to the impairment where the impairment loss has decreased, and such decrease can be related objectively to conditions and changes in factors occurring after the impairment was initially recognized, the previously recognized impairment loss is reversed. The impairment reversal is limited to the lesser of the decrease in impairment or the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Deferred consideration

Deferred consideration

On June 1, 2022, the Company acquired Spin and agreed payment of deferred consideration in shares over three years from the anniversary date of the acquisition date. In each reporting period the fair value of the deferred consideration payable was measured by determining the period-end share price and the discount for lack of marketability (DLOM) applying Finnerty’s average-strike put option model (2012).

Prior to the next remeasurement period an accretion expense is recorded in the consolidated statements of loss and comprehensive income (loss) as the discount is unwound towards the reporting date. Upon remeasurement, any gain or loss on remeasurement is also recorded in the consolidated statements of loss and comprehensive income (loss).
Convertible debt

Convertible debt

On September 5, 2022, the Company entered into a funding agreement for an investment of USD 8,700. The Convertible Debt is an instrument that has three components, two of which together comprise a hybrid financial liability contract:

•Host debt contract for repayment of USD 10,000 in 24 months’ time (this including an embedded derivative in the form of a foreign currency feature that is not required to be accounted for separately from the host debt contract).

•Embedded derivatives in the form of a conversion feature and a buy-back option that are together required to be accounted for separately from the host debt contract.

•Warrants to purchase up to 979,048 common shares in the Company at an exercise price of CAD 9.28.

Each of the above three components of the Convertible Debt are accounted for separately, the form of which is dependent upon whether a simplified fair value option approach is taken or not. Under the simplified approach a contract that contains one or more embedded derivatives can be accounted for in its entirety at fair value through profit or loss unless:

a)the embedded derivatives do not significantly modify the cash flows that otherwise would be required by the contract; or
b)it is clear with little or no analysis when a similar hybrid instrument is first considered that separation of the embedded derivative(s) is prohibited, such as a prepayment option embedded in a loan that permits the holder to prepay the loan for approximately its amortized cost.

Under IFRS 9, if the simplified fair value option is taken, all transaction costs incurred in relation to the combined instrument would be recognised in profit or loss immediately. The Company has opted not to take the simplified fair value option and therefore amortises the host debt component over 24 months recognising an accretion expense in each reporting period. The embedded derivative liability is measured at fair value through profit and loss and is remeasured at each reporting date. Any residual balance of the transaction price in respect of the warrants after deducting the fair value of the host debt and derivative liability components upon initial recognition is recorded in the consolidated statements of changes in equity and no further remeasurement is performed.
Employee benefits

Short term employee benefits

Short term employee benefits include wages, salaries, compensated absences, and bonuses. Short term employee benefit obligations are measured on an undiscounted basis and are recognized in operating income as the related service is provided or capitalized if the service rendered is in connection with the creation of an intangible asset. A liability is recognized for the amount expected to be paid under short term cash bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Long term employee benefits

Long term employee benefits include severance pay upon retirement and awards for years of service for certain employees. Liabilities towards severance pay and awards for years of service are determined via actuarial valuation using the Projected Unit Credit Method at the reporting date with liabilities towards severance pay being recognised at FVTPL and liabilities towards awards of years of service being recognised at FVOCI. Actuarial gains and losses in service awards are recognised immediately in net loss while actuarial gains and losses in severance pay are recognised in other comprehensive income (loss).
Share based compensation

Share based compensation

The Company has stock option plans for directors, officers, employees, and consultants. Each tranche of an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. In addition, the Company also has deferred share unit (“DSU”), restricted share unit (“RSU”) and performance share unit (“PSU”) plans for directors, officers, employees, and consultants. The fair value of each unit is measured as the share price on date of grant with nil exercise price.

Compensation expense is recognized over each tranche’s vesting period, based on the number of awards expected to vest, with the offset credited to contributed surplus. The number of awards expected to vest is reviewed quarterly, with any impact being recognized immediately. When options are exercised, the amount received is credited to share capital and the fair value attributed to these options is transferred from contributed surplus to share capital. In the case of DSUs, RSUs or PSUs, only the fair value attributed to these options is transferred from contributed surplus to share capital.
Equity

Equity

Shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. Contributed surplus includes amounts in connection with conversion options embedded in compound financial instruments, share based compensation and the value of expired options and warrants. Deficit includes all current and prior period income and losses.
Warrants

Warrants

The Company values for warrants using the Black-Scholes option pricing model at the date of issuance. If and when warrants ultimately expire, the applicable amounts are transferred to contributed surplus.
v3.24.1
MATERIAL ACCOUNTING POLICY INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2023
MATERIAL ACCOUNTING POLICY INFORMATION  
Schedule of operating subsidiaries and functional currency of operating subsidiary

​

​

​

​

​

​

​

​

​

​

Place of

​

​

​

​

​

​

incorporation

​

​

​

Functional

​

    

/ operation

    

Principal activity

    

currency

Bragg Gaming Group - Group Services Ltd.

​

United Kingdom

​

Corporate activities

​

GBP

Bragg Gaming Group - Parent Services Ltd.

​

United Kingdom

​

Corporate activities

​

GBP

Oryx Gaming International LLC

​

United States

​

Gaming solution provider

​

EUR

Oryx Gaming Ltd.

​

Malta

​

Gaming solution provider

​

EUR

Oryx Marketing Poslovne Storitve D.o.o.

​

Slovenia

​

Marketing

​

EUR

Oryx Podpora D.o.o.

​

Slovenia

​

B2B support services

​

EUR

Oryx Razyojne-Storitve D.o.o.

​

Slovenia

​

Gaming solution developer

​

EUR

Oryx Sales Distribution Ltd.

​

Cyprus

​

Distribution

​

EUR

Poynt Inc.

​

Canada

​

Inactive company

​

CAD

Spin Games India Private Limited

​

India

​

Gaming solution developer

​

USD

Spin Games LLC

​

United States

​

Gaming solution provider

​

USD

Wild Streak LLC

​

United States

​

Content creation studio

​

USD

Bragg (Gibraltar) Limited

​

Gibraltar

​

Distribution

​

EUR

Bragg Isle of Man Limited

​

Isle of Man

​

Distribution

​

GBP

Bragg Gaming Solutions International

​

Israel

​

Corporate activities

​

ILS
Schedule of intangible assets useful life

​

​

​

​

Intellectual property identified upon business combination

    

5 - 10 years

Intellectual property acquired from third-parties

​

3 years

Customer relationships

​

5 - 10 years

Brands

​

2.25 - 3 years

Deferred development costs

​

3 years

Trademarks and patents

​

3 - 15 years

Software

​

3 years

Game certifications

​

3 years
Schedule of classification and measurement of company's financial assets and liabilities

​

​

​

​

Asset / Liability

    

Classification / Measurement

Cash and cash equivalents

​

FVTPL

Trade and other receivables

​

Amortized cost

Trade payables and other liabilities

​

Amortized cost

Deferred consideration

​

FVTPL

Loans payable

​

Amortized cost

Derivative liability

​

FVTPL

Convertible debt

​

Amortized cost

Lease obligations on right of use assets

​

Amortized cost

Other non-current liabilities

​

FVTPL / FVOCI
v3.24.1
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE (Tables)
 12 Months Ended
Dec. 31, 2023
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE  
Schedule of loss before income taxes classified by nature

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

Note

​

2023

    

2022

Revenue

​

23

​

93,519

​

84,734

Cost of revenue

​

​

​

(43,580)

​

(39,652)

Gross Profit

​

​

​

49,939

​

45,082

​

​

​

​

​

​

​

Salaries and subcontractors

​

​

​

(22,887)

​

(19,367)

Share based compensation

​

10

​

(2,055)

​

(3,773)

Total employee costs

​

​

​

(24,942)

​

(23,140)

Depreciation and amortization

​

13, 14

​

(13,067)

​

(8,454)

IT and hosting

​

​

​

(4,176)

​

(3,273)

Professional fees

​

​

​

(3,086)

​

(3,423)

Corporate costs

​

​

​

(538)

​

(1,129)

Sales and marketing

​

​

​

(2,040)

​

(2,420)

Bad debt recovery (expense)

​

16, 21

​

376

​

(649)

Travel and entertainment

​

​

​

(891)

​

(719)

Transaction and acquisition costs

​

​

​

—

​

(905)

Other operational costs

​

​

​

(2,460)

​

(2,652)

Selling, General and Administrative Expenses

​

​

​

(50,824)

​

(46,764)

​

​

​

​

​

​

​

(Loss) gain on remeasurement of derivative liability

​

7

​

(47)

​

13

Gain on settlement of convertible debt

​

7

​

595

​

—

(Loss) gain on remeasurement of deferred consideration

​

6, 12

​

(440)

​

804

Gain on remeasurement of consideration receivable

​

​

​

—

​

37

Operating (Loss)

​

​

​

(777)

​

(828)

​

​

​

​

​

​

​

Interest income

​

​

​

1

​

13

Accretion on liabilities

​

6, 7

​

(1,940)

​

(764)

Foreign exchange gain (loss)

​

​

​

67

​

(126)

Interest and financing fees

​

​

​

(277)

​

(221)

Net Interest Expense and Other Financing Charges

​

​

​

(2,149)

​

(1,098)

(Loss) Before Income Taxes

​

​

​

(2,926)

​

(1,926)

​
v3.24.1
ACQUISITION OF WILD STREAK LLC (Tables)
 12 Months Ended
Dec. 31, 2023
Wild Streak LLC  
ACQUISITION OF WILD STREAK LLC  
Schedule of information about business combination

​

​

​

​

​

    

Balances

Purchase price:

​

​

Cash

​

8,206

Shares to be issued

​

13,746

Deferred consideration

​

62

Total purchase price

​

22,014

​

​

​

Fair value of assets acquired, and liabilities assumed:

​

​

Cash and cash equivalents

​

124

Accounts receivable

​

408

Trade payables and other liabilities

​

(87)

Net assets acquired and liabilities assumed

​

445

​

​

​

Fair value of intangible assets:

​

​

Brands

​

311

Customer relationships

​

10,857

Intellectual property

​

5,611

Goodwill

​

4,790

v3.24.1
ACQUISITION OF SPIN GAMES LLC (Tables)
 12 Months Ended
Dec. 31, 2023
Spin Games LLC  
ACQUISITION OF SPIN GAMES LLC  
Schedule of information about business combination

​

​

​

​

​

    

Balances

Purchase price:

​

​

Prepaid consideration

​

2,138

Cash paid upon business combination

​

8,488

Shares

​

1,426

Deferred consideration

​

4,003

Total purchase price

​

16,055

​

​

​

Fair value of assets acquired, and liabilities assumed:

​

​

Cash and cash equivalents

​

266

Trade and other receivables

​

405

Prepaid expenses and other assets

​

105

Property and equipment

​

107

Right-of-use assets

​

177

Trade payables and other liabilities

​

(923)

Deferred revenue

​

(364)

Lease obligations on right of use assets - current

​

(88)

Loans payable

​

(773)

Lease obligations on right of use assets - noncurrent

​

(89)

Net assets acquired and liabilities assumed

​

(1,177)

​

​

​

Fair value of intangible assets:

​

​

Intellectual property

​

1,471

Customer relationships

​

8,131

Gaming licenses

​

164

Brand

​

462

Trademarks

​

70

Goodwill

​

6,934

v3.24.1
CONVERTIBLE DEBT (Tables)
 12 Months Ended
Dec. 31, 2023
CONVERTIBLE DEBT  
Schedule of convertible debt

​

​

​

​

​

​

​

​

​

    

Convertible debt

    

Derivative liability

    

Total

Balance at issuance - September 5, 2022

​

7,287

​

1,483

​

8,770

Issuance costs

​

(596)

​

—

​

(596)

Accretion expense

​

448

​

—

​

448

Gain on remeasurement of derivative liability

​

—

​

(13)

​

(13)

Effect of movement in exchange rates

​

(491)

​

(150)

​

(641)

Balance as at December 31, 2022

​

6,648

​

1,320

​

7,968

​

​

​

​

​

​

​

Accretion expense

​

1,536

​

—

​

1,536

Loss on remeasurement of derivative liability

​

—

​

47

​

47

Gain on settlement of convertible debt

​

—

​

(595)

​

(595)

Shares issued upon exercise of convertible debt

​

(1,841)

​

(286)

​

(2,127)

Repayment of convertible debt

​

(3,693)

​

—

​

(3,693)

Effect of movement in exchange rates

​

(205)

​

(15)

​

(220)

Balance as at December 31, 2023

​

2,445

​

471

​

2,916

v3.24.1
SHARE CAPITAL (Tables)
 12 Months Ended
Dec. 31, 2023
SHARE CAPITAL  
Schedule of share capital

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Note

    

Number

    

Value

January 1, 2022

​

Balance

​

​

​

19,956,034

​

100,285

​

​

​

​

​

​

​

​

​

March 17, 2022 to November 14, 2022

​

Issuance of share capital upon exercise of FSOs

​

10

​

8,000

​

20

March 22, 2022

​

Issuance of share capital upon exercise of DSUs

​

10

​

97,045

​

1,407

June 1, 2022

​

Shares issued upon completion of Spin acquisition

​

6

​

285,135

​

1,426

June 16, 2022

​

Shares issued upon settlement of deferred consideration for Wild Streak acquisition

​

5

​

761,754

​

6,764

December 31, 2022

​

Balance

​

​

​

21,107,968

​

109,902

​

​

​

​

​

​

​

​

​

January 1, 2023

​

Balance

​

​

​

21,107,968

​

109,902

​

​

​

​

​

​

​

​

​

January 10, 2023 to December 9, 2023

​

Issuance of share capital upon exercise of FSOs

​

10

​

124,000

​

808

April 6, 2023

​

Issuance of share capital upon exercise of DSUs

​

10

​

38,334

​

218

June 28, 2023 to December 14, 2023

​

Issuance of share capital upon exercise of RSUs

​

10

​

365,043

​

2,365

January 13, 2023 to May 4, 2023

​

Shares issued upon exercise of Convertible Debt

​

7

​

617,357

​

2,127

June 1, 2023

​

Shares issued upon settlement of deferred consideration for Spin acquisition

​

6

​

357,739

​

1,104

June 8, 2023

​

Shares issued upon settlement of deferred consideration for Wild Streak acquisition

​

5

​

393,111

​

3,491

December 31, 2023

​

Balance

​

​

​

23,003,552

​

120,015

v3.24.1
WARRANTS (Tables)
 12 Months Ended
Dec. 31, 2023
WARRANTS  
Schedule of warrants

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Warrants

​

​

​

​

​

​

issued as part of

​

Broker

Number of Warrants

    

​

    

convertible debt

    

warrants

​

​

​

​

​

​

​

January 1, 2022

​

Balance

​

—

​

16,886

September 5, 2022

​

Issue of warrants

​

979,048

​

—

December 31, 2022

​

Balance

​

979,048

​

16,886

​

​

​

​

​

​

​

January 1, 2023

​

Balance

​

979,048

​

16,886

November 18, 2023

​

Expiry of warrants

​

—

​

(16,886)

​

​

​

​

​

​

​

December 31, 2023

​

Balance

​

979,048

​

—
Schedule of assumptions used to measure fair value of warrants

​

​

​

​

​

​

​

​

Warrants

​

​

​

​

issued as part of

​

Broker

​

    

convertible debt

    

warrants

Number of shares

​

1

​

1

Number of Warrants

​

—

​

0.5

Exercise price of unit (CAD)

​

9.28

​

7.00
v3.24.1
SHARE BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2023
SHARE BASED COMPENSATION  
Summary of equity incentive plans

​

​

​

​

​

​

​

​

​

​

​

    

DSU

    

RSU

    

FSO

​

​

​

​

​

​

​

​

Weighted

​

​

Outstanding

​

Outstanding

​

Outstanding

​

Average

​

​

DSU Units

​

RSU Units

​

FSO Options

​

Exercise

​

​

(Number of

​

(Number of

​

(Number

​

Price / Share

​

    

of shares)

    

of shares)

    

of shares)

    

CAD

Balance as at January 1, 2022

​

246,945

​

235,000

​

1,816,302

​

8.95

Granted

​

125,000

​

503,000

​

483,797

​

7.70

Exercised

​

(97,045)

​

—

​

(8,000)

​

2.30

Forfeited / Cancelled

​

—

​

—

​

(173,704)

​

14.56

Balance as at December 31, 2022

​

274,900

​

738,000

​

2,118,395

​

8.23

​

​

​

​

​

​

​

​

​

Balance as at January 1, 2023

​

274,900

​

738,000

​

2,118,395

​

8.23

Granted

​

24,000

​

234,375

​

108,477

​

7.54

Exercised

​

(38,334)

​

(365,043)

​

(124,000)

​

4.96

Expired

​

—

​

—

​

(120,000)

​

5.05

Forfeited / Cancelled

​

(35,412)

​

(109,332)

​

(205,434)

​

10.00

Balance as at December 31, 2023

​

225,154

​

498,000

​

1,777,438

​

8.43

Summary of outstanding share options

​

The following table summarizes information about the outstanding share options as at December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

Exercisable

​

​

​

​

Weighted

​

Weighted

​

​

​

Weighted

​

​

​

​

Average

​

Average

​

​

​

Average

​

​

Options

​

Remaining

​

Exercise

​

Options

​

Exercise

Range of exercise

​

(Number

​

Contractual

​

Price / Share

​

(Number

​

Price / Share

prices (CAD)

    

of shares)

    

Life (Years)

    

CAD

    

of shares)

    

CAD

​

​

​

​

​

​

​

​

​

​

​

2.30 - 5.00

​

198,200

​

1

​

3.23

​

198,200

​

3.23

5.01 - 8.62

​

1,118,018

​

4

​

7.76

​

938,491

​

7.90

8.63 - 33.30

​

461,220

​

7

​

12.28

​

374,842

​

12.39

​

​

1,777,438

​

4

​

8.43

​

1,511,533

​

8.40

​

10

SHARE BASED COMPENSATION (CONTINUED)

The following table summarizes information about the outstanding share options as at December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

Exercisable

​

​

​

​

Weighted

​

Weighted

​

​

​

Weighted

​

​

​

​

Average

​

Average

​

​

​

Average

​

​

Options

​

Remaining

​

Exercise

​

Options

​

Exercise

Range of exercise

​

(Number

​

Contractual

​

Price / Share

​

(Number

​

Price / Share

prices (CAD)

    

of shares)

    

Life (Years)

    

CAD

    

of shares)

    

CAD

​

​

​

​

​

​

​

​

​

​

​

2.30 - 5.00

​

246,450

​

2

​

3.05

​

233,218

​

3.05

5.01 - 5.60

​

200,000

​

1

​

5.60

​

200,000

​

5.60

5.61 - 8.62

​

1,116,655

​

5

​

7.76

​

792,677

​

7.92

8.63 - 33.30

​

555,290

​

7

​

12.43

​

264,748

​

12.63

​

​

2,118,395

​

5

​

8.23

​

1,490,643

​

7.68

Summary of inputs and assumptions used for measuring fair value

​

​

​

​

​

​

​

    

2023

    

2022

Expected dividend yield (%)

 

0.00

 

0.00

Expected share price volatility (%)

 

64.3 - 64.5

 

64.1 - 64.7

Risk-free interest rate (%)

 

2.9 - 4.4

 

2.2 - 3.7

Expected life of options (years)

 

5.0

 

5.0

Share price (CAD)

 

7.55 - 7.56

 

5.60 - 8.18

Forfeiture rate (%)

 

0.00

 

0.00
v3.24.1
GOODWILL (Tables)
 12 Months Ended
Dec. 31, 2023
GOODWILL  
Schedule of company's goodwill

​

​

​

​

As at January 1, 2022

    

24,728

Goodwill recognized upon acquisition of Spin Games LLC (Note 6)

​

6,934

As at December 31, 2022

​

31,662

​

​

​

Effect of movements in exchange rates

​

259

As at December 31, 2023

​

31,921

v3.24.1
DEFERRED CONSIDERATION (Tables)
 12 Months Ended
Dec. 31, 2023
DEFERRED CONSIDERATION  
Schedule of deferred consideration

​

​

​

​

Balance as at January 1, 2022

    

-

Deferred consideration payable upon business combination (Note 6)

​

4,003

Accretion expense

​

316

Gain on remeasurement of deferred consideration

​

(804)

Effect of movement in exchange rates

​

(218)

Balance as at December 31, 2022

​

3,297

​

​

​

Accretion expense

​

403

Loss on remeasurement of deferred consideration

​

440

Shares issued as deferred consideration

​

(1,104)

Effect of movement in exchange rates

​

(97)

Balance as at December 31, 2023

​

2,939
v3.24.1
RIGHT OF USE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2023
RIGHT OF USE ASSETS  
Schedule of carrying amounts of right-of use assets

​

​

​

​

​

​

​

​

​

Right of use

​

    

Properties

Cost

​

​

Balance as at December 31, 2021

​

994

Additions

​

135

Acquired through business combination (Note 6)

​

177

Effect of movement in exchange rates

​

4

Balance as at December 31, 2022

​

1,311

Additions

​

3,389

Modification

​

(256)

Disposal

​

(74)

Effect of movement in exchange rates

​

65

Balance as at December 31, 2023

​

4,434

​

​

​

Accumulated Amortization

​

​

Balance as at December 31, 2021

​

415

Amortization

​

230

Effect of movement in exchange rates

​

90

Balance as at December 31, 2022

​

735

Amortization

​

579

Disposal

​

(74)

Effect of movement in exchange rates

​

(39)

Balance as at December 31, 2023

​

1,201

​

​

​

Carrying Amount

​

​

Balance as at December 31, 2022

​

576

Balance as at December 31, 2023

​

3,233
v3.24.1
INTANGIBLE ASSETS (Tables)
 12 Months Ended
Dec. 31, 2023
INTANGIBLE ASSETS  
Schedule of Intangible assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deferred

​

​

​

​

​

​

​

​

​

​

Intellectual

​

Development

​

Customer

​

​

​

​

​

​

​

    

Property

    

Costs

    

Relationships

    

Brands

    

Other

    

Total

Cost

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2021

​

15,223

​

6,186

​

16,584

​

1,692

​

64

​

39,749

Additions

​

659

​

6,709

​

—

​

—

​

9

​

7,377

Acquired through business combination (Note 6)

​

1,471

​

—

​

8,131

​

462

​

234

​

10,298

Effect of movement in exchange rates

​

369

​

(14)

​

758

​

23

​

2

​

1,138

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2022

​

17,722

​

12,881

​

25,473

​

2,177

​

309

​

58,562

Additions

​

649

​

8,742

​

—

​

—

​

—

​

9,391

Effect of movement in exchange rates

​

(275)

​

(28)

​

(715)

​

(29)

​

(10)

​

(1,057)

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

18,096

​

21,595

​

24,758

​

2,148

​

299

​

66,896

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated Amortization

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2021

​

3,890

​

2,411

​

2,166

​

431

​

6

​

8,904

Amortization

​

2,238

​

3,161

​

2,186

​

350

​

46

​

7,981

Effect of movement in exchange rates

​

(17)

​

(4)

​

(2)

​

(2)

​

(3)

​

(28)

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2022

​

6,111

​

5,568

​

4,350

​

779

​

49

​

16,857

Amortization

​

2,484

​

5,667

​

3,238

​

663

​

95

​

12,147

Effect of movement in exchange rates

​

(150)

​

35

​

(136)

​

(12)

​

22

​

(241)

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

8,445

​

11,270

​

7,452

​

1,430

​

166

​

28,763

​

​

​

​

​

​

​

​

​

​

​

​

​

Carrying Amount

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2022

​

11,611

​

7,313

​

21,123

​

1,398

​

260

​

41,705

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance as at December 31, 2023

​

9,651

​

10,325

​

17,306

​

718

​

133

​

38,133

v3.24.1
TRADE AND OTHER RECEIVABLES (Tables) - Trade and other receivables
 12 Months Ended
Dec. 31, 2023
TRADE AND OTHER RECEIVABLES  
Schedule of trade and other receivables

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Trade receivables

​

18,641

​

16,231

Sales tax

​

—

​

397

Trade and other receivables

​

18,641

​

16,628

Schedule of aging of trade and other receivables

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Less than one month

​

17,711

​

15,759

Between two and three months

​

1,275

​

1,313

Greater than three months

​

1,714

​

1,594

​

​

20,700

​

18,666

Provision for expected credit losses

​

(2,059)

​

(2,435)

Trade receivables

​

18,641

​

16,231

Schedule of provision for expected credit losses

​

​

​

​

​

​

Balance as at December 31, 2021

    

​

    

2,415

Net additional provision for doubtful debts

​

​

​

(629)

Provision for late interest receivable

​

​

​

649

Balance as at December 31, 2022

​

​

​

2,435

Net additional provision for doubtful debts

​

​

​

(376)

Balance as at December 31, 2023

​

​

​

2,059

​
v3.24.1
PREPAID EXPENSES AND OTHER ASSETS (Tables)
 12 Months Ended
Dec. 31, 2023
PREPAID EXPENSES AND OTHER ASSETS  
Schedule of prepaid expenses and other assets

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31,

​

    

2023

    

2022

Prepayments

​

1,200

​

1,636

Deposits

​

83

​

59

Other assets

​

372

​

128

Prepaid expenses and other assets

​

1,655

​

1,823

​
v3.24.1
TRADE PAYABLES AND OTHER LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2023
TRADE PAYABLES AND OTHER LIABILITIES  
Schedule of trade payables and other liabilities

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

   

2023

   

2022

Trade payables

​

7,504

​

4,327

Accrued liabilities

​

13,983

​

14,817

Sales tax payable

​

12

​

—

Other payables

​

347

​

405

Trade payables and other liabilities

​

21,846

​

19,549

​
v3.24.1
LEASE LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2023
LEASE LIABILITIES  
Schedule of carrying amounts of lease liabilities

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

At beginning of the year

​

638

​

600

Additions

​

3,389

​

135

Acquired through business combination (Note 6)

​

—

​

177

Modification

​

(279)

​

—

Accretion of interests

​

65

​

11

Payments

​

(595)

​

(188)

Effect of movement in exchange rates

​

59

​

(97)

At end of the year

​

3,277

​

638
Schedule of maturity analysis of lease liabilities

​

​

​

​

​

​

​

    

December 31, 2023

​

​

Present value

​

Total

​

​

of the minimum

​

minimum

​

​

lease payments

​

lease payments

Within 1 year

​

709

​

739

After 1 year but within 2 years

​

689

​

732

Atfter 2 years but within 5 years

​

1,712

​

1,930

After 5 years

​

167

​

209

​

​

3,277

​

3,610

Less: Total future interest expenses

​

​

​

(333)

​

​

​

​

3,277
Schedule of amounts recognized in the consolidated statement of loss and comprehensive income (loss)

​

​

​

​

​

​

​

​

Year Ended December 31,

​

    

2023

    

2022

Amortization expense on right of use assets

​

579

​

230

Interest expense on lease liabilities

​

65

​

11

Total amount recognized in the income statement

​

644

​

241

​
v3.24.1
RELATED PARTY TRANSACTIONS (Tables)
 12 Months Ended
Dec. 31, 2023
RELATED PARTY TRANSACTIONS  
Schedule of consolidated statements of financial position

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Consolidated statements of financial position

​

​

​

​

Trade and other receivables

​

40

​

8

Trade payables and other liabilities

​

(1,945)

​

(2,019)

Deferred consideration - current

​

(1,513)

​

(1,176)

Deferred consideration - non-current

​

(1,426)

​

(2,121)

Net related party payable

​

(4,844)

​

(5,308)
Schedule of other related party transactions

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

    

2022

Consolidated statements of changes in equity

​

​

​

​

Shares issued as deferred consideration to Wild Streak Vendors

​

​

​

​

Shares to be issued

​

(3,491)

​

(6,764)

Share capital

​

3,491

​

6,764

Shares issued as consideration to Spin Vendors

​

​

​

​

Share capital

​

1,104

​

1,426

Net movement in equity

​

1,104

​

1,426

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Consolidated statements of cash flows

​

​

​

​

Consideration paid upon business combination

​

—

​

(8,488)

Prepaid consideration

​

—

​

(821)

Repayment of loans

​

—

​

(94)

Net cash outflow

​

—

​

(9,403)
Shareholders, Key Management Personnel and Members  
RELATED PARTY TRANSACTIONS  
Schedule of transactions recorded in the consolidated statements of loss and comprehensive loss

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

    

2022

Revenue

​

—

​

101

Salaries and subcontractors

​

(4,255)

​

(4,088)

Share based compensation

​

(1,688)

​

(2,769)

Professional fees

​

(163)

​

(44)

Other operational costs

​

—

​

(228)

​

​

(6,106)

​

(7,028)
Vendors of Wild Streak and Spin  
RELATED PARTY TRANSACTIONS  
Schedule of transactions recorded in the consolidated statements of loss and comprehensive loss

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

    

2022

Salaries and subcontractors

​

(2,292)

​

(1,326)

Share based compensation

​

(74)

​

(62)

(Loss) gain on remeasurement of deferred consideration

​

(440)

​

804

Interest and financing fees

​

(403)

​

(316)

​

​

(3,209)

​

(900)
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (Tables)
 12 Months Ended
Dec. 31, 2023
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT  
Schedule of financial instruments measured at amortized cost - Financial assets

​

​

​

​

​

​

​

​

Financial assets as subsequently

​

​

measured at amortized cost

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Trade receivables

​

18,641

​

16,231

Schedule of financial instruments measured at amortized cost - Financial liabilities

​

​

​

​

​

​

​

​

Financial liabilities as subsequently

​

​

measured at amortized cost

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

Trade payables

​

7,504

​

4,327

Accrued liabilities

​

13,983

​

14,817

Convertible debt

​

2,445

​

6,648

Lease obligations on right of use assets

​

3,277

​

638

Other liabilities

​

347

​

405

Loans payable

​

—

​

109

​

​

27,556

​

26,944

Schedule of fair values and fair value hierarchy

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value through profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

8,796

​

—

​

—

​

8,796

​

11,287

​

—

​

—

​

11,287

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Financial liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value through profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Derivative liability

​

—

​

471

​

—

​

471

​

—

​

1,320

​

—

​

1,320

Deferred consideration

​

—

​

2,939

​

—

​

2,939

​

—

​

3,297

​

—

​

3,297

Other liabilities

​

—

​

—

​

269

​

269

​

—

​

—

​

74

​

74

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair value through other comprehensive income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other liabilities

​

—

​

—

​

104

​

104

​

—

​

—

​

160

​

160

Schedule of undiscounted contractual maturities of financial liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Trade payables and other liabilities

​

21,846

​

—

​

—

​

—

​

—

​

21,846

Convertible debt

​

3,620

​

—

​

—

​

—

​

—

​

3,620

Lease obligations on right of use assets

​

739

​

732

​

696

​

713

​

731

​

3,611

Loans payable

​

—

​

—

​

—

​

—

​

—

​

—

Other non-current liabilities

​

1

​

3

​

3

​

7

​

778

​

792

​

​

26,206

​

735

​

699

​

720

​

1,509

​

29,869

Schedule of expected credit loss rate for each aging category of accounts receivable

The provision matrix below shows the expected credit loss rate for each aging category of trade receivable as at December 31, 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Aging (months)

​

​

​

    

Note

    

<1

    

1 - 3

    

>3

    

Total

Gross trade receivable

​

16

​

17,711

​

1,275

​

1,714

​

20,700

Expected loss rate

​

​

​

2.36%

​

4.82%

​

92.23%

​

9.95%

Expected loss provision

​

16

​

417

​

61

​

1,581

​

2,059

​

The provision matrix below shows the expected credit loss rate for each aging category of accounts receivable as at December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Aging (months)

​

​

​

    

Note

    

<1

    

1 - 3

    

>3

    

Total

Gross trade receivable

​

16

​

15,759

​

1,313

​

1,594

​

18,666

Expected loss rate

​

​

​

3.46%

​

40.21%

​

85.45%

​

13.05%

Expected loss provision

​

16

​

545

​

528

​

1,362

​

2,435
v3.24.1
SUPPLEMENTARY CASHFLOW INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2023
SUPPLEMENTARY CASHFLOW INFORMATION  
Schedule of cash flows arising from changes in non-cash working capital

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

Cash flows arising from movement in:

​

    

​

2023

    

2022

Trade and other receivables

​

 

​

(2,013)

 

(7,769)

Prepaid expenses and other assets

​

 

​

(133)

 

(550)

Deferred revenue

​

 

​

(746)

 

355

Trade payables and other liabilities

​

 

​

2,297

 

4,269

Other liabilities - non-current

​

 

​

140

 

49

Changes in working capital

​

​

​

(455)

​

(3,646)
Schedule of significant non-cash transactions from investing and financing activities

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

Note

​

2023

    

2022

Investing activities:

​

 

​

​

​

​

Settlement of deferred consideration for Spin through share issuance

​

8

​

(1,104)

 

(1,426)

​

​

 

​

​

​

​

Financing activity

​

 

​

​

​

​

Settlement of convertible debt through share issuance

​

7, 8

​

(2,127)

​

—
Schedule of split of cash and non-cash interest expense and other financing charges included in the consolidated statement of loss and comprehensive loss

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2023

​

​

Cash

​

Non-cash

    

Total

Interest income

​

1

​

—

​

1

Interest and financing fees

​

(213)

​

—

​

(213)

Foreign exchange gain (loss)

​

67

​

—

 

67

Lease interest expense

​

(65)

​

—

 

(65)

Accretion expense on deferred consideration

​

—

​

(403)

​

(403)

Accretion expense on convertible debt

​

—

​

(1,536)

​

(1,536)

​

​

(210)

​

(1,939)

​

(2,149)

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2022

​

​

Cash

​

Non-cash

    

Total

Interest income

​

13

​

—

​

13

Interest and financing fees

​

(210)

​

—

​

(210)

Foreign exchange gain (loss)

​

(126)

​

—

 

(126)

Lease interest expense

​

(11)

​

—

 

(11)

Accretion expense on deferred consideration

​

—

​

(316)

​

(316)

Accretion expense on convertible debt

​

—

​

(448)

​

(448)

​

​

(334)

​

(764)

​

(1,098)
v3.24.1
SEGMENT INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2023
SEGMENT INFORMATION  
Schedule of geography revenue and non current assets

Revenue for continuing operations was generated from contracted customers in the following jurisdictions:

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2023

    

2022

Netherlands

​

33,552

​

36,870

Curacao

​

19,223

​

17,209

Malta

​

17,919

​

14,626

United States

​

4,684

​

3,997

Croatia

​

4,276

​

3,045

Belgium

​

3,705

​

841

Serbia

​

1,759

​

1,576

Others

​

8,401

​

6,570

Revenue

​

93,519

​

84,734

Non-current assets are held in the following jurisdictions:

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

    

2023

    

2022

United States

​

71,132

​

73,611

Other

​

3,143

​

1,039

Non-current assets

​

74,275

​

74,650

​
v3.24.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2023
INCOME TAXES  
Schedule of disclosure of component of income taxes in statement of financial position

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Income taxes payable

​

917

​

1,113

Deferred income tax liabilities

​

852

​

1,201

Schedule of disclosure of components of income taxes in income statement

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2023

    

2022

Current year

​

1,351

​

1,401

Adjustment in respect of prior periods

​

(93)

​

199

Current income taxes

​

1,258

​

1,600

Deferred income tax recovery

​

(348)

​

(42)

Deferred income tax recovery

​

(348)

​

(42)

Income taxes

​

910

​

1,558

Schedule of deferred tax liability

​

​

​

​

​

​

​

​

As at

​

As at

​

​

December 31, 

​

December 31, 

​

​

2023

    

2022

Deferred tax assets

​

​

​

​

Non-capital losses carried forward

​

348

​

163

​

​

​

​

​

Deferred tax liabilities

​

​

​

​

Goodwill and intangible assets

​

852

​

1,201

Convertible debt

​

(348)

​

(163)

Deferred income tax liabilities

​

852

​

1,201

Schedule of Company's effective income tax rates

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2023

    

2022

​

​

%

    

%

Canadian statutory tax rate

​

26.5

​

26.5

Effect of tax rate in foreign jurisdictions

​

(6.7)

​

7.7

Impact of foreign currency translation

​

(11.5)

​

2.9

Non-deductible and non-taxable items

​

(13.5)

​

(45.2)

Change in tax benefits not recognized

​

(29.0)

​

(48.0)

Adjustments in respect of prior periods

​

—

​

(16.2)

Adjustment of prior year tax payable

​

3.2

​

(10.4)

Other

​

—

​

1.8

Effective Income Tax Rate Applicable to Loss Before Income Taxes

​

(31.0)

​

(80.9)
Schedule of deductible temporary differences

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

​

2022

Income tax losses - Canada

    

33,350

    

32,773

Capital tax losses - Canada

 

28,062

    

28,385

Income tax losses - United Kingdom

 

1,076

    

2,107

Income tax losses - Malta

 

142

    

142

Income tax losses - USA

 

412

    

—

Property and equipment

 

1,935

    

2,170

Goodwill

 

1,175

    

2,103

Intangibles

​

11,850

​

—

Right-of-use assets

​

45

​

—

Share issuance costs

 

1,523

    

2,888

Total unrecognized deductible temporary differences

 

79,570

 

70,568
Schedule of Company's Canadian non-capital income tax losses expiration

​

​

​

​

2028

​

649

2029

​

332

2030

​

223

2031

​

1,163

2032

​

1,698

2033

​

2,428

2034

​

1,184

2035

​

3,011

2036

​

1,578

2037

​

3,096

2038

​

1,871

2039

​

2,143

2040

​

3,188

2041

​

3,973

2042

​

2,544

2043

​

4,267

​

​

33,348

v3.24.1
MATERIAL ACCOUNTING POLICY INFORMATION (Details)
€ in Thousands, $ in Thousands
 12 Months Ended
Sep. 05, 2022
USD ($)
shares
Jun. 01, 2022
Dec. 31, 2023
EUR (€)
$ / shares
Dec. 31, 2022
EUR (€)
Sep. 05, 2022
$ / shares
Sep. 05, 2022
EUR (€)
shares
MATERIAL ACCOUNTING POLICY INFORMATION            
Voting share capital in subsidiaries (as percentage)     100.00%      
Property and equipment estimated useful lives     5 years      
Exercise price, share options granted | $ / shares     $ 0      
Proceeds from convertible debt, gross | €     $ 2,916 € 7,968   € 8,770
Face value | €     $ 0      
Number of shares issued on exercise of warrants | shares 979,048         979,048
Exercise price of warrants (in dollars per share) | $ / shares         $ 9.28  
Spin Games LLC            
MATERIAL ACCOUNTING POLICY INFORMATION            
Period over which equity interest of acquirer is issuable   3 years        
Convertible Debt            
MATERIAL ACCOUNTING POLICY INFORMATION            
Proceeds from convertible debt, gross $ 8,700         € 8,770
Face value $ 10,000         € 10,081
Maturity date (in months) 24 months          
Amortisation period of debt     24 months      
Maximum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Number of shares issued on exercise of warrants | shares 979,048         979,048
Intellectual property identified upon business combination | Maximum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     10 years      
Intellectual property identified upon business combination | Minimum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     5 years      
Intellectual property acquired from third-parties            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     3 years      
Customer relationships | Maximum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     10 years      
Customer relationships | Minimum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     5 years      
Brands | Maximum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     3 years      
Brands | Minimum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     2 years 3 months      
Deferred development costs            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     3 years      
Trademarks and patents | Maximum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     15 years      
Trademarks and patents | Minimum            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     3 years      
Software            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     3 years      
Game certifications            
MATERIAL ACCOUNTING POLICY INFORMATION            
Intangible assets estimated useful lives     3 years      
v3.24.1
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (Details)
 12 Months Ended
Dec. 31, 2023
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS  
Dividend rate considered in the determination of fair value of warrants and share options 0.00%
v3.24.1
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE (Details) - EUR (€)
€ in Thousands
 4 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
LOSS BEFORE INCOME TAXES CLASSIFIED BY NATURE      
Revenue   € 93,519 € 84,734
Cost of revenue   (43,580) (39,652)
Gross Profit   49,939 45,082
Salaries and subcontractors   (22,887) (19,367)
Share based compensation   (2,055) (3,773)
Total employee costs   (24,942) (23,140)
Depreciation and amortization   (13,067) (8,454)
IT and hosting   (4,176) (3,273)
Professional fees   (3,086) (3,423)
Corporate costs   (538) (1,129)
Sales and marketing   (2,040) (2,420)
Bad debt recovery (expense)   376 (649)
Travel and entertainment   (891) (719)
Transaction and acquisition costs     (905)
Other operational costs   (2,460) (2,652)
Selling, General and Administrative Expenses   (50,824) (46,764)
(Loss) gain on remeasurement of derivative liability € (13) (47) 13
Gain on settlement of convertible debt   595  
(Loss) gain on remeasurement of deferred consideration   (440) 804
Gain on remeasurement of consideration receivable     37
Operating (Loss)   (777) (828)
Interest income   1 13
Accretion on liabilities   (1,940) (764)
Foreign exchange gain (loss)   67 (126)
Interest and financing fees   (277) (221)
Net Interest Expense and Other Financing Charges   (2,149) (1,098)
(Loss) Before Income Taxes   € (2,926) € (1,926)
v3.24.1
ACQUISITION OF WILD STREAK LLC - Narrative (Details)
€ in Thousands, $ in Thousands
 12 Months Ended
Sep. 05, 2022
Y
Jun. 02, 2021
EUR (€)
Y
Dec. 31, 2023
EUR (€)
Y
shares
Dec. 31, 2022
EUR (€)
Y
shares
Jun. 02, 2021
USD ($)
ACQUISITION OF WILD STREAK LLC          
Fair value of the share consideration, dividend rate 0.00%     0.00%  
Shares issued upon settlement of deferred consideration     € 1,104    
Minimum          
ACQUISITION OF WILD STREAK LLC          
Fair value of the share consideration, volatility 65.32%     44.73%  
Fair value of the share consideration, maturity | Y 0.42   0.08 0.09  
Maximum          
ACQUISITION OF WILD STREAK LLC          
Fair value of the share consideration, volatility 75.54%     56.45%  
Fair value of the share consideration, maturity | Y 2.00   0.58 1.68  
Wild Streak LLC          
ACQUISITION OF WILD STREAK LLC          
Consideration transferred   € 22,014      
Cash paid upon business combination   8,206      
Value of common shares to be issued as consideration   € 13,746      
Period over which equity interest of acquirer is issuable   3 years      
Fair value of the share consideration, volatility   57.50%      
Fair value of the share consideration, dividend rate   0.00%      
Wild Streak LLC | Share Capital          
ACQUISITION OF WILD STREAK LLC          
Shares issued upon settlement of deferred consideration (in shares) | shares     393,111 761,754  
Shares issued upon settlement of deferred consideration     € 3,491 € 6,764  
Wild Streak LLC | Minimum          
ACQUISITION OF WILD STREAK LLC          
Fair value of the share consideration, maturity | Y   1      
Wild Streak LLC | Maximum          
ACQUISITION OF WILD STREAK LLC          
Fair value of the share consideration, maturity | Y   3      
Purchase Agreement With Wild Streak LLC          
ACQUISITION OF WILD STREAK LLC          
Consideration transferred   € 24,680     $ 30,075
Cash paid upon business combination   8,268     10,075
Value of common shares to be issued as consideration   € 16,412     $ 20,000
v3.24.1
ACQUISITION OF WILD STREAK LLC - Fair value of intangible assets and goodwill acquired (Details) - Wild Streak LLC
€ in Thousands
Jun. 02, 2021
EUR (€)
Purchase price:  
Cash € 8,206
Shares to be issued 13,746
Deferred consideration 62
Total purchase price 22,014
Fair value of assets acquired, and liabilities assumed:  
Cash and cash equivalents 124
Accounts receivable 408
Trade payables and other liabilities (87)
Net assets acquired and liabilities assumed 445
Goodwill 4,790
Brands  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets 311
Customer relationships  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets 10,857
Intellectual property identified upon business combination  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets € 5,611
v3.24.1
ACQUISITION OF SPIN GAMES LLC - Narrative (Details)
€ in Thousands, $ in Thousands
 12 Months Ended
Sep. 05, 2022
Y
Jun. 01, 2022
EUR (€)
Y
Dec. 31, 2023
EUR (€)
Y
Dec. 31, 2022
EUR (€)
Y
Jun. 01, 2022
USD ($)
ACQUISITION OF SPIN GAMES LLC          
Fair value of the share consideration, dividend rate 0.00%     0.00%  
Repayment of loans     € 109 € 661  
Minimum          
ACQUISITION OF SPIN GAMES LLC          
Fair value of the share consideration, volatility 65.32%     44.73%  
Fair value of the share consideration, maturity | Y 0.42   0.08 0.09  
Maximum          
ACQUISITION OF SPIN GAMES LLC          
Fair value of the share consideration, volatility 75.54%     56.45%  
Fair value of the share consideration, maturity | Y 2.00   0.58 1.68  
Purchase agreement with Spin Games LLC          
ACQUISITION OF SPIN GAMES LLC          
Consideration transferred   € 17,179     $ 18,402
Cash paid upon business combination   10,626     11,383
Shares issued upon completion of acquisition   1,426     1,528
Value of common shares to be issued as consideration   4,003     $ 4,288
Spin Games LLC          
ACQUISITION OF SPIN GAMES LLC          
Consideration transferred   16,055      
Shares issued upon completion of acquisition   1,426      
Value of common shares to be issued as consideration   € 4,003 € 4,003    
Period over which equity interest of acquirer is issuable   3 years      
Fair value of the share consideration, dividend rate   0.00% 0.00% 0.00%  
Repayment of loans   € 661      
Spin Games LLC | Minimum          
ACQUISITION OF SPIN GAMES LLC          
Fair value of the share consideration, volatility   71.40% 55.30% 63.60%  
Fair value of the share consideration, maturity | Y   1      
Spin Games LLC | Maximum          
ACQUISITION OF SPIN GAMES LLC          
Fair value of the share consideration, volatility   80.90% 64.50% 73.80%  
Fair value of the share consideration, maturity | Y   3      
v3.24.1
ACQUISITION OF SPIN GAMES LLC - Fair value of intangible assets and goodwill acquired (Details) - Spin Games LLC
€ in Thousands
Jun. 01, 2022
EUR (€)
Purchase price:  
Prepaid consideration € 2,138
Cash paid upon business combination 8,488
Shares 1,426
Deferred consideration 4,003
Total purchase price 16,055
Fair value of assets acquired, and liabilities assumed:  
Cash and cash equivalents 266
Trade and other receivables 405
Prepaid expenses and other assets 105
Property and equipment 107
Right-of-use assets 177
Trade payables and other liabilities (923)
Deferred revenue (364)
Lease obligations on right of use assets - current (88)
Loans payable (773)
Lease obligations on right of use assets - noncurrent (89)
Net assets acquired and liabilities assumed (1,177)
Goodwill 6,934
Intellectual property  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets 1,471
Customer relationships  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets 8,131
Gaming licenses  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets 164
Brand  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets 462
Trademarks  
Fair value of assets acquired, and liabilities assumed:  
Fair value of intangible assets € 70
v3.24.1
ACQUISITION OF SPIN GAMES LLC - Measurement of Deferred Consideration (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Sep. 05, 2022
Jun. 01, 2022
Dec. 31, 2023
Dec. 31, 2022
ACQUISITION OF SPIN GAMES LLC        
Accretion expense     € 1,940 € 764
(Loss) gain on remeasurement of deferred consideration     (440) 804
Deferred consideration     1,513 1,176
Deferred consideration - Noncurrent     1,426 € 2,121
Fair value of the share consideration, dividend rate 0.00%     0.00%
Shares issued upon settlement of deferred consideration     1,104  
Maximum        
ACQUISITION OF SPIN GAMES LLC        
Fair value of the share consideration, volatility 75.54%     56.45%
Minimum        
ACQUISITION OF SPIN GAMES LLC        
Fair value of the share consideration, volatility 65.32%     44.73%
Spin Games LLC        
ACQUISITION OF SPIN GAMES LLC        
Value of common shares to be issued as consideration   € 4,003 4,003  
Accretion expense     404 € 316
(Loss) gain on remeasurement of deferred consideration     (440) 804
Deferred consideration     1,513 1,176
Deferred consideration - Noncurrent     € 1,426 € 2,121
Fair value of the share consideration, dividend rate   0.00% 0.00% 0.00%
Expected dividend yield (%)   0.00%    
Spin Games LLC | First Anniversary        
ACQUISITION OF SPIN GAMES LLC        
Discount for lack of marketability, as a percent       9.30%
Spin Games LLC | Second Anniversary        
ACQUISITION OF SPIN GAMES LLC        
Discount for lack of marketability, as a percent     9.40% 18.80%
Spin Games LLC | Third Anniversary        
ACQUISITION OF SPIN GAMES LLC        
Discount for lack of marketability, as a percent     14.50% 21.80%
Spin Games LLC | Share Capital        
ACQUISITION OF SPIN GAMES LLC        
Shares issued upon settlement of deferred consideration (in shares)     357,739  
Shares issued upon settlement of deferred consideration     € 1,104  
Spin Games LLC | Maximum        
ACQUISITION OF SPIN GAMES LLC        
Fair value of the share consideration, volatility   80.90% 64.50% 73.80%
Expected volatility (%)   80.90%    
Spin Games LLC | Minimum        
ACQUISITION OF SPIN GAMES LLC        
Fair value of the share consideration, volatility   71.40% 55.30% 63.60%
Expected volatility (%)   71.40%    
v3.24.1
ACQUISITION OF SPIN GAMES LLC - Revenue, Net loss, Pro-forma revenue and pro-forma net loss (Details)
€ in Thousands
 12 Months Ended
Dec. 31, 2022
EUR (€)
ACQUISITION OF SPIN GAMES LLC  
Pro forma revenue € 85,937
Pro forma net loss 4,312
Spin Games LLC  
ACQUISITION OF SPIN GAMES LLC  
Revenue of acquiree since acquisition date 2,987
Profit (loss) of acquiree since acquisition date € 2,477
v3.24.1
CONVERTIBLE DEBT - Narratives (Details)
$ / shares in Units, € in Thousands, $ in Thousands, $ in Thousands
 4 Months Ended 12 Months Ended
Sep. 05, 2022
EUR (€)
Y
Test
Options
shares
Sep. 05, 2022
EUR (€)
$ / shares
shares
Dec. 31, 2022
EUR (€)
Dec. 31, 2023
EUR (€)
Y
shares
Dec. 31, 2023
EUR (€)
$ / shares
shares
Dec. 31, 2022
EUR (€)
Y
Dec. 31, 2022
EUR (€)
$ / shares
Mar. 26, 2024
USD ($)
shares
Dec. 31, 2023
CAD ($)
shares
Dec. 31, 2022
CAD ($)
Sep. 05, 2022
USD ($)
shares
Sep. 05, 2022
CAD ($)
$ / shares
shares
Disclosure of detailed information about borrowings [line items]                        
Proceeds from convertible debt, gross € 8,770 € 8,770 € 7,968 € 2,916 € 2,916 € 7,968 € 7,968          
Face value       0 € 0              
Proceeds from convertible debt, net of costs           € 8,053            
Conversion price as a % of VWAP 87.50% 87.50%                 87.50% 87.50%
Number of shares issued on exercise of warrants | shares 979,048 979,048                 979,048 979,048
Exercise price of warrants (in dollars per share) | $ / shares                       $ 9.28
Length of time to exercise warrants 60 months                      
Number of call options | Options 20                      
Share price (CAD) | $ / shares   € 6.188     € 6.780   € 6.188          
5-day VWAP (CAD) | $ / shares         € 6.845              
Expected dividend yield (%) 0.00%         0.00%            
Number of simulated trials | Test 10,000                      
Fair value of conversion options € 1,483 € 1,483 1,320 471 € 471 € 1,320 € 1,320   $ 689 $ 1,906   $ 1,935
Accretion expense       1,940   764            
(Loss) gain on remeasurement of derivative liability     € (13) (47)   € 13            
Gain on settlement of convertible debt       € 595                
Convertible Debt                        
Disclosure of detailed information about borrowings [line items]                        
Transaction and acquisition costs attributable to convertible debt 596                      
Derivative Liability                        
Disclosure of detailed information about borrowings [line items]                        
Transaction and acquisition costs attributable to convertible debt € 121                      
Minimum                        
Disclosure of detailed information about borrowings [line items]                        
Expected life of options (years) | Y 0.42     0.08   0.09            
Expected share price volatility (%) 65.32%         44.73%            
Risk-free interest rate (%) 3.60%     5.10%   4.20%            
Maximum                        
Disclosure of detailed information about borrowings [line items]                        
Number of shares issued on exercise of warrants | shares 979,048 979,048                 979,048 979,048
Expected life of options (years) | Y 2.00     0.58   1.68            
Expected share price volatility (%) 75.54%         56.45%            
Risk-free interest rate (%) 3.70%     5.59%   4.60%            
Convertible Debt                        
Disclosure of detailed information about borrowings [line items]                        
Proceeds from convertible debt, gross € 8,770 € 8,770                 $ 8,700  
Face value € 10,081 € 10,081                 $ 10,000  
Market cost of debt 7.50% 7.50%                 7.50% 7.50%
Maturity date (in months) 24 months                      
Proceeds from convertible debt, net of costs € 8,053                      
Conversion price as a % of VWAP 87.50% 87.50%                 87.50% 87.50%
Lock-up period of shares issued upon conversion 120 days                      
Percentage of outstanding convertible debt that may be converted per month 5.00% 5.00%                 5.00% 5.00%
Maximum convertible debt to be converted per month | $                     $ 1,000  
Partial conversion right 33.33% 33.33%                 33.33% 33.33%
Transaction and acquisition costs attributable to convertible debt € 717                      
Accretion expense       € 1,536   € 448            
(Loss) gain on remeasurement of derivative liability       47   13            
Gain on settlement of convertible debt       595   € 0            
Amount of debt converted       5,820 5,820     $ 1,500        
Amount of debt converted, cash | $               500        
Amount of debt converted, cash paid       3,693 3,693     515        
Amount of debt converted, shares       € 2,127 € 2,127     $ 1,000        
Common shares issued | shares       617,357 617,357     216,148 617,357      
Convertible Debt | Present value                        
Disclosure of detailed information about borrowings [line items]                        
Proceeds from convertible debt, gross € 8,723 € 8,723                 $ 8,653  
v3.24.1
CONVERTIBLE DEBT - Convertible Debt (Details) - EUR (€)
€ in Thousands
 4 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Disclosure of detailed information about borrowings [line items]      
Beginning balance € 8,770 € 7,968  
Issuance costs (596)   € (596)
Accretion expense 448 1,536  
Loss (Gain) on remeasurement of derivative liability 13 47 (13)
Gain on settlement of convertible debt   (595)  
Shares issued upon exercise of convertible debt   (2,127)  
Repayment of convertible debt   (3,693)  
Effect of movement in exchange rates (641) (220) (641)
Ending balance 7,968 2,916 7,968
Convertible Debt      
Disclosure of detailed information about borrowings [line items]      
Beginning balance 7,287 6,648  
Issuance costs (596)   (596)
Accretion expense 448 1,536  
Shares issued upon exercise of convertible debt   (1,841)  
Repayment of convertible debt   (3,693)  
Effect of movement in exchange rates (491) (205) (491)
Ending balance 6,648 2,445 6,648
Derivative Liability      
Disclosure of detailed information about borrowings [line items]      
Beginning balance 1,483 1,320  
Loss (Gain) on remeasurement of derivative liability 13 47  
Gain on settlement of convertible debt   (595)  
Shares issued upon exercise of convertible debt   (286)  
Effect of movement in exchange rates (150) (15) (150)
Ending balance € 1,320 € 471 € 1,320
v3.24.1
SHARE CAPITAL (Details) - EUR (€)
€ / shares in Units, € in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Disclosure of classes of share capital [line items]    
Beginning Balance € 69,534 € 66,195
Issuance of share capital upon exercise of stock options 440 14
Shares issued upon exercise of convertible debt 2,127  
Shares issued upon settlement of deferred consideration 1,104  
Ending Balance € 70,247 € 69,534
Par value per share € 0  
Share Capital    
Disclosure of classes of share capital [line items]    
Beginning Balance (in shares) 21,107,968 19,956,034
Beginning Balance € 109,902 € 100,285
Issuance of share capital upon exercise of FSOs (in shares) 124,000 8,000
Issuance of share capital upon exercise of FSOs € 808 € 20
Issuance of share capital upon exercise of DSUs (in shares) 38,334 97,045
Issuance of share capital upon exercise of DSUs € 218 € 1,407
Issuance of share capital upon exercise of RSUs (in shares) 365,043  
Issuance of share capital upon exercise of RSUs € 2,365  
Shares issued upon exercise of Convertible Debt (Shares) 617,357  
Shares issued upon exercise of convertible debt € 2,127  
Ending Balance (in shares) 23,003,552 21,107,968
Ending Balance € 120,015 € 109,902
Share Capital | Spin Games LLC    
Disclosure of classes of share capital [line items]    
Shares issued upon completion of Spin acquisition (in shares)   285,135
Shares issued upon completion of Spin acquisition   € 1,426
Shares issued upon settlement of deferred consideration (in shares) 357,739  
Shares issued upon settlement of deferred consideration € 1,104  
Share Capital | Wild Streak LLC    
Disclosure of classes of share capital [line items]    
Shares issued upon settlement of deferred consideration (in shares) 393,111 761,754
Shares issued upon settlement of deferred consideration € 3,491 € 6,764
v3.24.1
WARRANTS (Details) - $ / shares
 12 Months Ended
Nov. 18, 2023
Dec. 31, 2023
Dec. 31, 2022
Sep. 05, 2022
WARRANTS        
Exercise price of warrants (in dollars per share)       $ 9.28
Warrants issued as part of convertible debt        
WARRANTS        
Balance (in shares)   979,048 0  
Expiry of warrants (in shares)   0    
Issue of warrants (in shares)     979,048  
Balance (in shares)   979,048 979,048  
Number of common share per unit   1    
Exercise price of warrants (in dollars per share)   $ 9.28   $ 9.28
Broker warrants        
WARRANTS        
Balance (in shares)   16,886 16,886  
Expiry of warrants (in shares) 16,886 (16,886)    
Issue of warrants (in shares)     0  
Balance (in shares)   0 16,886  
Number of common share per unit   1    
Number of warrants per unit   0.5    
Exercise price of warrants (in dollars per share)   $ 7.00    
v3.24.1
WARRANTS - Financing Arrangement (Details)
Sep. 05, 2022
D
$ / shares
shares
Dec. 31, 2023
$ / shares
WARRANTS    
Exercise price of warrants (in dollars per share) $ 9.28  
Percent of warrants to expire 100.00%  
Warrants issued as part of convertible debt    
WARRANTS    
Number of warrants | shares 979,048  
Exercise price of warrants (in dollars per share) $ 9.28 $ 9.28
Number of common share exercisable by each warrant | shares 1  
Warrant expiration time period 5 years  
Number of consecutive trading days | D 30  
Term of exercise period acceleration 21 days  
Percent of warrants to expire 50.00%  
Warrants issued as part of convertible debt | Maximum    
WARRANTS    
Weighted average share price $ 18.56  
Warrants issued as part of convertible debt | Minimum    
WARRANTS    
Weighted average share price $ 11.60  
v3.24.1
WARRANTS - Broker warrants (Details) - $ / shares
 1 Months Ended 12 Months Ended
Nov. 18, 2023
Feb. 18, 2021
Dec. 31, 2023
Dec. 31, 2022
Sep. 05, 2022
Dec. 31, 2021
Nov. 18, 2020
WARRANTS              
Exercise price of warrants (in dollars per share)         $ 9.28    
Number of shares issued on exercise of warrants         979,048    
Maximum              
WARRANTS              
Number of shares issued on exercise of warrants         979,048    
Broker warrants              
WARRANTS              
Number of warrants             177,434
Exercise price of warrants (in dollars per share)     $ 7.00        
Number of common share per unit     1        
Number of warrants per unit     0.5        
Exercise of warrants (in shares)   160,548          
Number of warrants outstanding     0 16,886   16,886  
Expiry of warrants (in shares) 16,886   (16,886)        
Common Shares              
WARRANTS              
Number of shares issued on exercise of warrants   160,548          
Public offering warrants              
WARRANTS              
Number of shares issued on exercise of warrants   80,274          
v3.24.1
SHARE BASED COMPENSATION - Equity incentive plans (Details)
 12 Months Ended
Dec. 31, 2023
EquityInstruments
Options
$ / shares
Dec. 31, 2022
Options
EquityInstruments
$ / shares
SHARE BASED COMPENSATION    
Balance at beginning of period (in shares) | Options 2,118,395  
Balance at end of period (in shares) | Options 1,777,438 2,118,395
Balance at beginning of period (in CAD per share) | $ / shares $ 8.23  
Balance at end of period (in CAD per share) | $ / shares $ 8.43 $ 8.23
Deferred Share Units    
SHARE BASED COMPENSATION    
Balance at beginning of period (in shares) 274,900 246,945
Granted (in shares) 24,000 125,000
Exercised (in shares) (38,334) (97,045)
Forfeited / Cancelled (in shares) (35,412)  
Balance at end of period (in shares) 225,154 274,900
Restricted Share Units    
SHARE BASED COMPENSATION    
Balance at beginning of period (in shares) 738,000 235,000
Granted (in shares) 234,375 503,000
Exercised (in shares) (365,043)  
Forfeited / Cancelled (in shares) (109,332)  
Balance at end of period (in shares) 498,000 738,000
FSO Options    
SHARE BASED COMPENSATION    
Balance at beginning of period (in shares) | Options 2,118,395 1,816,302
Granted (in shares) | Options 108,477 483,797
Exercised (in shares) | Options (124,000) (8,000)
Expired (in shares) | Options (120,000)  
Forfeited / Cancelled (in shares) | Options (205,434) (173,704)
Balance at end of period (in shares) | Options 1,777,438 2,118,395
Balance at beginning of period (in CAD per share) | $ / shares $ 8.23 $ 8.95
Granted (in CAD per share) | $ / shares 7.54 7.70
Exercised (in CAD per share) | $ / shares 4.96 2.30
Expired (in CAD per share) | $ / shares 5.05  
Forfeited / Cancelled (in CAD per share) | $ / shares 10.00 14.56
Balance at end of period (in CAD per share) | $ / shares $ 8.43 $ 8.23
v3.24.1
SHARE BASED COMPENSATION - Outstanding share options (Details)
 12 Months Ended
Dec. 31, 2023
Options
$ / shares
Dec. 31, 2022
Options
$ / shares
SHARE BASED COMPENSATION    
Number of options outstanding (in shares) | Options 1,777,438 2,118,395
Weighted Average Remaining Contractual Life (Years) - outstanding 4 years 5 years
Weighted Average Exercise Price / Share - outstanding $ 8.43 $ 8.23
Number of options exercisable (in shares) | Options 1,511,533 1,490,643
Weighted Average Exercise Price / Share - exercisable $ 8.40 $ 7.68
2.30 - 5.00    
SHARE BASED COMPENSATION    
Number of options outstanding (in shares) | Options 198,200 246,450
Weighted Average Remaining Contractual Life (Years) - outstanding 1 year 2 years
Weighted Average Exercise Price / Share - outstanding $ 3.23 $ 3.05
Number of options exercisable (in shares) | Options 198,200 233,218
Weighted Average Exercise Price / Share - exercisable $ 3.23 $ 3.05
5.01 - 5.60    
SHARE BASED COMPENSATION    
Number of options outstanding (in shares) | Options   200,000
Weighted Average Remaining Contractual Life (Years) - outstanding   1 year
Weighted Average Exercise Price / Share - outstanding   $ 5.60
Number of options exercisable (in shares) | Options   200,000
Weighted Average Exercise Price / Share - exercisable   $ 5.60
5.61 - 8.62    
SHARE BASED COMPENSATION    
Number of options outstanding (in shares) | Options   1,116,655
Weighted Average Remaining Contractual Life (Years) - outstanding   5 years
Weighted Average Exercise Price / Share - outstanding   $ 7.76
Number of options exercisable (in shares) | Options   792,677
Weighted Average Exercise Price / Share - exercisable   $ 7.92
5.01 - 8.62    
SHARE BASED COMPENSATION    
Number of options outstanding (in shares) | Options 1,118,018  
Weighted Average Remaining Contractual Life (Years) - outstanding 4 years  
Weighted Average Exercise Price / Share - outstanding $ 7.76  
Number of options exercisable (in shares) | Options 938,491  
Weighted Average Exercise Price / Share - exercisable $ 7.90  
8.63 - 33.30    
SHARE BASED COMPENSATION    
Number of options outstanding (in shares) | Options 461,220 555,290
Weighted Average Remaining Contractual Life (Years) - outstanding 7 years 7 years
Weighted Average Exercise Price / Share - outstanding $ 12.28 $ 12.43
Number of options exercisable (in shares) | Options 374,842 264,748
Weighted Average Exercise Price / Share - exercisable $ 12.39 $ 12.63
Minimum | 2.30 - 5.00    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share) 2.30 2.30
Minimum | 5.01 - 5.60    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share)   5.01
Minimum | 5.61 - 8.62    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share) 5.01 5.61
Minimum | 8.63 - 33.30    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share) 8.63 8.63
Maximum | 2.30 - 5.00    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share) 5.00 5.00
Maximum | 5.01 - 5.60    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share)   5.60
Maximum | 5.61 - 8.62    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share) 8.62 8.62
Maximum | 8.63 - 33.30    
SHARE BASED COMPENSATION    
Exercise prices (in dollars per share) $ 33.30 $ 33.30
v3.24.1
SHARE BASED COMPENSATION - Fixed stock options (Details)
€ in Thousands
 12 Months Ended
Sep. 05, 2022
Y
$ / shares
Dec. 31, 2023
EUR (€)
Y
Options
shares
Dec. 31, 2023
EUR (€)
$ / shares
Dec. 31, 2022
EUR (€)
Y
Options
shares
Dec. 31, 2022
EUR (€)
$ / shares
SHARE BASED COMPENSATION          
Expected dividend yield (%) 0.00%     0.00%  
Share price (CAD) | $ / shares $ 6.188   $ 6.780   $ 6.188
Issuance of share capital upon exercise of stock options   € 440   € 14  
Cash proceeds upon exercise of fixed stock options   € 440   € 14  
Minimum          
SHARE BASED COMPENSATION          
Expected share price volatility (%) 65.32%     44.73%  
Risk-free interest rate (%) 3.60% 5.10%   4.20%  
Expected life of options (years) | Y 0.42 0.08   0.09  
Maximum          
SHARE BASED COMPENSATION          
Expected share price volatility (%) 75.54%     56.45%  
Risk-free interest rate (%) 3.70% 5.59%   4.60%  
Expected life of options (years) | Y 2.00 0.58   1.68  
FSO Options          
SHARE BASED COMPENSATION          
Share-based compensation charge   € 583   € 2,087  
Granted (in shares) | Options   108,477   483,797  
Granted (in CAD per share) | $ / shares     $ 7.54   $ 7.70
Fair value of options granted   € 322 $ 322 € 1,427 $ 1,427
Expected dividend yield (%)   0.00%   0.00%  
Forfeiture rate (%)   0.00   0.00  
Issuance of share capital upon exercise of stock options (in shares) | shares   124,000   8,000  
Issuance of share capital upon exercise of stock options   € 368   € 6  
Cash proceeds upon exercise of fixed stock options   € 440   € 14  
FSO Options | Minimum          
SHARE BASED COMPENSATION          
Expected share price volatility (%)   64.30%   64.10%  
Risk-free interest rate (%)   2.90%   2.20%  
Expected life of options (years) | Y   5.0   5.0  
Share price (CAD) | $ / shares     $ 7.55   $ 5.60
FSO Options | Maximum          
SHARE BASED COMPENSATION          
Expected share price volatility (%)   64.50%   64.70%  
Risk-free interest rate (%)   4.40%   3.70%  
Share price (CAD) | $ / shares     $ 7.56   $ 8.18
v3.24.1
SHARE BASED COMPENSATION - Deferred Share Units (Details) - Deferred Share Units
€ in Thousands
 12 Months Ended
Dec. 31, 2023
EUR (€)
EquityInstruments
shares
Dec. 31, 2022
EUR (€)
EquityInstruments
shares
Dec. 31, 2023
$ / shares
Dec. 31, 2022
$ / shares
SHARE BASED COMPENSATION        
Value of options granted € 0      
Granted (in shares) | EquityInstruments 24,000 125,000    
Fair value on date of grant (in dollar per share) | $ / shares     $ 7.00 $ 8.18
Share-based compensation charge € 143 € 595    
Issuance of share capital upon exercise of DSUs (in shares) | shares 38,334 97,045    
Exercised (in shares) | EquityInstruments 38,334 97,045    
Issuance of share capital upon exercise of DSUs € 218 € 1,407    
v3.24.1
SHARE BASED COMPENSATION - Restricted Share Units (Details) - Restricted Share Units
€ in Thousands
 12 Months Ended
Dec. 31, 2023
EUR (€)
EquityInstruments
shares
Dec. 31, 2022
EUR (€)
EquityInstruments
shares
Dec. 31, 2023
$ / shares
Dec. 31, 2022
$ / shares
SHARE BASED COMPENSATION        
Granted (in shares) | EquityInstruments 234,375 503,000    
Share-based compensation charge | € € 1,329 € 1,091    
Issuance of share capital upon exercise of RSUs (in shares) | shares 365,043 0    
Exercised (in shares) | EquityInstruments 365,043      
Issuance of share capital upon exercise of RSUs | € € 2,365 € 0    
Minimum        
SHARE BASED COMPENSATION        
Fair value on date of grant (in dollar per share) | $ / shares     $ 5.25 $ 5.56
Maximum        
SHARE BASED COMPENSATION        
Fair value on date of grant (in dollar per share) | $ / shares     $ 6.53 $ 8.18
v3.24.1
GOODWILL (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
GOODWILL    
Goodwill, beginning balance € 31,662 € 24,728
Goodwill recognized upon acquisition of Spin Games LLC (Note 6)   6,934
Effect of movements in exchange rates 259  
Goodwill, ending balance € 31,921 € 31,662
v3.24.1
GOODWILL - Key Assumptions (Details)
 12 Months Ended
Dec. 31, 2023
Discounting of cashflow for first 5 years | Oryx Gaming CGU  
GOODWILL  
Percent of after-tax rate for discounting of cashflow 16.00%
Percent of pre-tax rate for discounting of cashflow 23.90%
Discounting of cashflow for next 5 years  
GOODWILL  
Percent of after-tax rate for discounting of cashflow 3.00%
v3.24.1
DEFERRED CONSIDERATION - Rollforward (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
DEFERRED CONSIDERATION    
Deferred consideration, beginning € 3,297  
Deferred consideration payable upon business combination (Note 6)   € 4,003
Accretion expense 403 316
(Loss) gain on remeasurement of deferred consideration 440 (804)
Shares issued as deferred consideration (1,104)  
Effect of movement in exchange rates (97) (218)
Deferred consideration, ending € 2,939 € 3,297
v3.24.1
DEFERRED CONSIDERATION (Details)
€ in Thousands
 12 Months Ended
Sep. 05, 2022
Y
Jun. 01, 2022
EUR (€)
Y
Dec. 31, 2023
EUR (€)
Y
Dec. 31, 2022
EUR (€)
Y
Disclosure of detailed information about business combination [line items]        
Deferred consideration     € 1,513 € 1,176
Deferred consideration - Noncurrent     1,426 2,121
Accretion expense     (403) (316)
(Loss) gain on remeasurement of deferred consideration     € (440) € 804
Minimum        
Disclosure of detailed information about business combination [line items]        
Expected life of options (years) | Y 0.42   0.08 0.09
Maximum        
Disclosure of detailed information about business combination [line items]        
Expected life of options (years) | Y 2.00   0.58 1.68
Spin Games LLC        
Disclosure of detailed information about business combination [line items]        
Deferred consideration     € 1,513 € 1,176
Deferred consideration - Noncurrent     1,426 2,121
Period over which equity interest of acquirer is issuable   3 years    
Value of common shares to be issued as consideration   € 4,003 4,003  
Expected dividend yield (%)   0.00%    
Accretion expense     403 316
(Loss) gain on remeasurement of deferred consideration     € (440) € 804
Spin Games LLC | Minimum        
Disclosure of detailed information about business combination [line items]        
Expected volatility (%)   71.40%    
Expected life of options (years) | Y   1    
Spin Games LLC | Maximum        
Disclosure of detailed information about business combination [line items]        
Expected volatility (%)   80.90%    
Expected life of options (years) | Y   3    
v3.24.1
RIGHT OF USE ASSETS - Reconciliation of right of use assets (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
RIGHT OF USE ASSETS    
Beginning balance € 576  
Amortization expense on right of use assets 579 € 230
Ending balance 3,233 576
Cost    
RIGHT OF USE ASSETS    
Beginning balance 1,311 994
Additions 3,389 135
Acquired through business combination (Note 6)   177
Effect of movement in exchange rates 65 4
Modification (256)  
Disposal (74)  
Ending balance 4,434 1,311
Accumulated Amortization    
RIGHT OF USE ASSETS    
Beginning balance (735) (415)
Amortization expense on right of use assets (579) (230)
Effect of movement in exchange rates 39 (90)
Disposal (74)  
Ending balance € (1,201) € (735)
v3.24.1
RIGHT OF USE ASSETS - Depreciation (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
RIGHT OF USE ASSETS    
Depreciation € 579 € 230
Selling, general and administrative expenses    
RIGHT OF USE ASSETS    
Depreciation € 579 € 230
v3.24.1
INTANGIBLE ASSETS (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
INTANGIBLE ASSETS    
Beginning balance € 41,705  
Ending balance 38,133 € 41,705
Selling, general and administrative expenses    
INTANGIBLE ASSETS    
Amortization 12,147 7,981
Cost    
INTANGIBLE ASSETS    
Beginning balance 58,562 39,749
Additions 9,391 7,377
Acquired through business combination (Note 6)   10,298
Effect of movement in exchange rates (1,057) 1,138
Ending balance 66,896 58,562
Accumulated Amortization    
INTANGIBLE ASSETS    
Beginning balance (16,857) (8,904)
Additions (12,147) (7,981)
Effect of movement in exchange rates 241 28
Ending balance (28,763) (16,857)
Intellectual Property    
INTANGIBLE ASSETS    
Beginning balance 11,611  
Ending balance 9,651 11,611
Intellectual Property | Cost    
INTANGIBLE ASSETS    
Beginning balance 17,722 15,223
Additions 649 659
Acquired through business combination (Note 6)   1,471
Effect of movement in exchange rates (275) 369
Ending balance 18,096 17,722
Intellectual Property | Accumulated Amortization    
INTANGIBLE ASSETS    
Beginning balance (6,111) (3,890)
Additions (2,484) (2,238)
Effect of movement in exchange rates 150 17
Ending balance (8,445) (6,111)
Deferred Development Costs    
INTANGIBLE ASSETS    
Beginning balance 7,313  
Ending balance 10,325 7,313
Deferred Development Costs | Cost    
INTANGIBLE ASSETS    
Beginning balance 12,881 6,186
Additions 8,742 6,709
Effect of movement in exchange rates (28) (14)
Ending balance 21,595 12,881
Deferred Development Costs | Accumulated Amortization    
INTANGIBLE ASSETS    
Beginning balance (5,568) (2,411)
Additions (5,667) (3,161)
Effect of movement in exchange rates (35) 4
Ending balance (11,270) (5,568)
Customer Relationships    
INTANGIBLE ASSETS    
Beginning balance 21,123  
Ending balance 17,306 21,123
Customer Relationships | Cost    
INTANGIBLE ASSETS    
Beginning balance 25,473 16,584
Acquired through business combination (Note 6)   8,131
Effect of movement in exchange rates (715) 758
Ending balance 24,758 25,473
Customer Relationships | Accumulated Amortization    
INTANGIBLE ASSETS    
Beginning balance (4,350) (2,166)
Additions (3,238) (2,186)
Effect of movement in exchange rates 136 2
Ending balance (7,452) (4,350)
Brands    
INTANGIBLE ASSETS    
Beginning balance 1,398  
Ending balance 718 1,398
Brands | Cost    
INTANGIBLE ASSETS    
Beginning balance 2,177 1,692
Acquired through business combination (Note 6)   462
Effect of movement in exchange rates (29) 23
Ending balance 2,148 2,177
Brands | Accumulated Amortization    
INTANGIBLE ASSETS    
Beginning balance (779) (431)
Additions (663) (350)
Effect of movement in exchange rates 12 2
Ending balance (1,430) (779)
Other    
INTANGIBLE ASSETS    
Beginning balance 260  
Ending balance 133 260
Other | Cost    
INTANGIBLE ASSETS    
Beginning balance 309 64
Additions   9
Acquired through business combination (Note 6)   234
Effect of movement in exchange rates (10) 2
Ending balance 299 309
Other | Accumulated Amortization    
INTANGIBLE ASSETS    
Beginning balance (49) (6)
Additions (95) (46)
Effect of movement in exchange rates (22) 3
Ending balance € (166) € (49)
v3.24.1
TRADE AND OTHER RECEIVABLES - Trade and Other Receivables (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
TRADE AND OTHER RECEIVABLES    
Trade receivables € 18,641 € 16,231
Sales tax   397
Trade and other receivables € 18,641 € 16,628
v3.24.1
TRADE AND OTHER RECEIVABLES - Aging (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Provision for credit loss      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables € (2,059) € (2,435) € (2,415)
Trade and other receivables      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables 18,641 16,231  
Trade and other receivables | Carrying Amount      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables 20,700 18,666  
Trade and other receivables | Carrying Amount | Less than 1 month      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables 17,711 15,759  
Trade and other receivables | Carrying Amount | Greater than 1 month and Less than 3 months      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables 1,275 1,313  
Trade and other receivables | Carrying Amount | Greater than 3 months      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables 1,714 1,594  
Trade and other receivables | Provision for credit loss      
TRADE AND OTHER RECEIVABLES      
Trade and Other Receivables € (2,059) € (2,435)  
v3.24.1
TRADE AND OTHER RECEIVABLES - Expected Credit Losses (Details) - Provision for credit loss - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
TRADE AND OTHER RECEIVABLES    
Beginning balance € 2,435 € 2,415
Net additional provision for doubtful debts (376) (629)
Provision for late interest receivable   649
Ending balance € 2,059 € 2,435
v3.24.1
PREPAID EXPENSES AND OTHER ASSETS (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
PREPAID EXPENSES AND OTHER ASSETS    
Prepayments € 1,200 € 1,636
Deposits 83 59
Other assets 372 128
Prepaid expenses and other assets € 1,655 € 1,823
v3.24.1
TRADE PAYABLES AND OTHER LIABILITIES (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
TRADE PAYABLES AND OTHER LIABILITIES    
Trade payables € 7,504 € 4,327
Accrued liabilities 13,983 14,817
Sales tax payable 12  
Other payables 347 405
Trade payables and other liabilities € 21,846 € 19,549
v3.24.1
LEASE LIABILITIES (Details)
Dec. 31, 2023
Maximum  
Disclosure of quantitative information about lease liabilities [line items]  
Lease term 7 years
v3.24.1
LEASE LIABILITIES - Movements of carrying amounts of lease liabilities (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
LEASE LIABILITIES    
Additions € 3,389 € 135
Acquired through business combination (Note 6)   177
Modification (279)  
Accretion of interests 65 11
Payments (595) (188)
Effect of movement in exchange rates € 59 € (97)
v3.24.1
LEASE LIABILITIES - Maturity Analysis of Lease Liabilities (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
LEASE LIABILITIES      
Present value of the minimum lease payments € 3,277    
Total minimum lease payments 3,610    
Less: Total future interest expenses (333)    
Total lease liabilities 3,277 € 638 € 600
Within 1 year      
LEASE LIABILITIES      
Present value of the minimum lease payments 709    
Total minimum lease payments 739    
After 1 year but within 2 years      
LEASE LIABILITIES      
Present value of the minimum lease payments 689    
Total minimum lease payments 732    
After 2 years but within 5 years      
LEASE LIABILITIES      
Present value of the minimum lease payments 1,712    
Total minimum lease payments 1,930    
After 5 years      
LEASE LIABILITIES      
Present value of the minimum lease payments 167    
Total minimum lease payments € 209    
v3.24.1
LEASE LIABILITIES - Amounts recognized in the consolidated statement of loss and comprehensive income (loss) (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
LEASE LIABILITIES    
Amortization expense on right of use assets € 579 € 230
Interest expense on lease liabilities 65 11
Total amount recognized in the income statement € 644 € 241
v3.24.1
RELATED PARTY TRANSACTIONS - Consolidated Statements of Loss and Comprehensive Loss (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS    
Professional fees € (3,086) € (3,423)
Shareholders, Key Management Personnel and Members    
RELATED PARTY TRANSACTIONS    
Revenues   101
Salaries and subcontractors (4,255) (4,088)
Share based compensation (1,688) (2,769)
Professional fees (163) (44)
Other operational costs   (228)
Total € (6,106) € (7,028)
v3.24.1
RELATED PARTY TRANSACTIONS - Transactions with Wild Streak and Spin Vendors (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS    
(Loss) gain on remeasurement of deferred consideration € (440) € 804
Vendors of Wild Streak and Spin    
RELATED PARTY TRANSACTIONS    
Salaries and subcontractors (2,292) (1,326)
Share based compensation (74) (62)
(Loss) gain on remeasurement of deferred consideration (440) 804
Interest and financing fees (403) (316)
Total € (3,209) € (900)
v3.24.1
RELATED PARTY TRANSACTIONS - Consolidated Statements of Financial Position (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS    
Trade and other receivables € 18,641 € 16,628
Trade payables and other liabilities (21,846) (19,549)
Deferred consideration - current (1,513) (1,176)
Deferred consideration - Noncurrent (1,426) (2,121)
Key Managerial Personnel, Board of Directors and Wild Streak and Spin Vendors    
RELATED PARTY TRANSACTIONS    
Trade and other receivables 40 8
Trade payables and other liabilities (1,945) (2,019)
Deferred consideration - current (1,513) (1,176)
Deferred consideration - Noncurrent (1,426) (2,121)
Net related party payable € (4,844) € (5,308)
v3.24.1
RELATED PARTY TRANSACTIONS - Consolidated Statements of Changes in Equity (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Vendors of Wild Streak    
RELATED PARTY TRANSACTIONS    
Shares to be issued € (3,491) € (6,764)
Share capital 3,491 6,764
Vendors of Spin    
RELATED PARTY TRANSACTIONS    
Share capital 1,104 1,426
Net movement in equity € 1,104 € 1,426
v3.24.1
RELATED PARTY TRANSACTIONS - Consolidated Statements of Cash Flows (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS    
Consideration paid upon business combination   € (8,488)
Change in Cash and Cash Equivalents € (2,491) (4,719)
Key Managerial Personnel, Board of Directors and Wild Streak and Spin Vendors    
RELATED PARTY TRANSACTIONS    
Consideration paid upon business combination   (8,488)
Prepaid consideration   (821)
Interest and financing fees   (94)
Change in Cash and Cash Equivalents   € (9,403)
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT - Financial instruments measured at amortized cost (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities € 27,556 € 26,944
Trade payables | Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities 7,504 4,327
Accrued liabilities | Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities 13,983 14,817
Convertible debt | Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities 2,445 6,648
Lease obligations on right of use assets | Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities 3,277 638
Other liabilities | Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities 347 405
Loans payable | Financial liabilities as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Liabilities   109
Trade receivables | Financial assets as subsequently measured at amortized cost    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial Assets € 18,641 € 16,231
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT - Fair values and fair value hierarchy of financial instruments (Details) - EUR (€)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial assets transfer from Level 1 into 2 € 0  
Financial assets transfer from Level 2 into 1 0  
Financial liabilities transfer from Level 1 into 2 0  
Financial liabilities transfer from Level 2 into 1 0  
Financial assets transfers into Level 3 0  
Financial assets transfers out of Level 3 0  
Financial Liabilities transfers into Level 3 0  
Financial Liabilities transfers out of Level 3 0  
Loss on remeasurement of deferred and contingent consideration 440,000 € 804,000
Gain on remeasurement of employee obligations 3,000 85
Financial liabilities at fair value | Derivative liability    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 471,000 1,320,000
Financial liabilities at fair value | Derivative liability | Level 2    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 471,000 1,320,000
Financial liabilities at fair value | Deferred consideration    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 2,939,000 3,297,000
Financial liabilities at fair value | Deferred consideration | Level 2    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 2,939,000 3,297,000
Financial liabilities at fair value | Other liabilities    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 269,000 74,000
Financial liabilities at fair value | Other liabilities | Level 3    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 269,000 74,000
Fair value through other comprehensive income | Other liabilities    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 104,000 160,000
Fair value through other comprehensive income | Other liabilities | Level 3    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial liabilities 104,000 160,000
Financial assets at fair value | Cash and cash equivalents    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial assets 8,796,000 11,287,000
Financial assets at fair value | Cash and cash equivalents | Level 1    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Financial assets € 8,796,000 € 11,287,000
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT - Liquidity risk (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Trade payables and other liabilities € 21,846  
Convertible debt 3,620  
Lease obligations on right of use assets 3,611  
Other non-current liabilities 792  
Total contractual obligations € 29,869  
Percentage of appreciation in EURO currency 10.00%  
Decrease in earnings before income tax due to appreciation in EURO currency € 1,405 € 1,443
Derivative notional amount 0  
2024    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Trade payables and other liabilities 21,846  
Convertible debt 3,620  
Lease obligations on right of use assets 739  
Other non-current liabilities 1  
Total contractual obligations 26,206  
2025    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Lease obligations on right of use assets 732  
Other non-current liabilities 3  
Total contractual obligations 735  
2026    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Lease obligations on right of use assets 696  
Other non-current liabilities 3  
Total contractual obligations 699  
2027    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Lease obligations on right of use assets 713  
Other non-current liabilities 7  
Total contractual obligations 720  
Thereafter    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Lease obligations on right of use assets 731  
Other non-current liabilities 778  
Total contractual obligations € 1,509  
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT - Credit risk (Details) - Accounts receivables - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Gross trade receivable € 20,700 € 18,666
Expected loss rate 9.95% 13.05%
Expected loss provision € 2,059 € 2,435
Less than 1 month    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Gross trade receivable € 17,711 € 15,759
Expected loss rate 2.36% 3.46%
Expected loss provision € 417 € 545
Greater than 1 month and Less than 3 months    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Gross trade receivable € 1,275 € 1,313
Expected loss rate 4.82% 40.21%
Expected loss provision € 61 € 528
Greater than 3 months    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Gross trade receivable € 1,714 € 1,594
Expected loss rate 92.23% 85.45%
Expected loss provision € 1,581 € 1,362
v3.24.1
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT - Concentration risk (Details)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
EUR (€)
customer
Dec. 31, 2022
EUR (€)
customer
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Revenue € 93,519 € 84,734
Accounts receivables 4,550 6,138
One Customer    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Revenue € 29,752 € 35,692
Customer | One Customer    
FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT    
Number of customers | customer 1 1
v3.24.1
SUPPLEMENTARY CASHFLOW INFORMATION - Changes in working capital (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
SUPPLEMENTARY CASHFLOW INFORMATION    
Trade and other receivables € (2,013) € (7,769)
Prepaid expenses and other assets (133) (550)
Deferred revenue (746) 355
Trade payables and other liabilities 2,297 4,269
Other liabilities - non-current 140 49
Changes in working capital € (455) € (3,646)
v3.24.1
SUPPLEMENTARY CASHFLOW INFORMATION - Non-cash investing and financing transactions (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Financing activity    
Settlement of convertible debt through share issuance € (2,127)  
Spin Games LLC    
Investing activities:    
Settlement of deferred consideration for business acquisitions through share issuance € (1,104) € (1,426)
v3.24.1
SUPPLEMENTARY CASHFLOW INFORMATION - Split of cash and non-cash interest and financing charges (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
SUPPLEMENTARY CASHFLOW INFORMATION    
Cash € (210) € (334)
Non-cash (1,939) (764)
Total (2,149) (1,098)
Interest Income    
SUPPLEMENTARY CASHFLOW INFORMATION    
Cash 1 13
Total 1 13
Interest and financing fees    
SUPPLEMENTARY CASHFLOW INFORMATION    
Cash (213) (210)
Total (213) (210)
Foreign exchange gain (loss)    
SUPPLEMENTARY CASHFLOW INFORMATION    
Cash 67 (126)
Total 67 (126)
Lease interest expense    
SUPPLEMENTARY CASHFLOW INFORMATION    
Cash (65) (11)
Total (65) (11)
Accretion expense on deferred consideration    
SUPPLEMENTARY CASHFLOW INFORMATION    
Non-cash (403) (316)
Total (403) (316)
Accretion Expense on Convertible Debt [Member]    
SUPPLEMENTARY CASHFLOW INFORMATION    
Non-cash (1,536) (448)
Total € (1,536) € (448)
v3.24.1
SEGMENT INFORMATION (Details)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
EUR (€)
segment
Dec. 31, 2022
EUR (€)
SEGMENT INFORMATION    
Number of reportable operating Segments | segment 1  
Revenue € 93,519 € 84,734
Non-current assets 74,275 74,650
Netherlands    
SEGMENT INFORMATION    
Revenue 33,552 36,870
Curaao    
SEGMENT INFORMATION    
Revenue 19,223 17,209
Malta    
SEGMENT INFORMATION    
Revenue 17,919 14,626
United States    
SEGMENT INFORMATION    
Revenue 4,684 3,997
Non-current assets 71,132 73,611
Croatia    
SEGMENT INFORMATION    
Revenue 4,276 3,045
Belgium    
SEGMENT INFORMATION    
Revenue 3,705 841
Serbia    
SEGMENT INFORMATION    
Revenue 1,759 1,576
Others    
SEGMENT INFORMATION    
Revenue 8,401 6,570
Non-current assets € 3,143 € 1,039
v3.24.1
INCOME TAXES - Income Tax component in statement of financial position (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
INCOME TAXES    
Income taxes payable € 917 € 1,113
Deferred income tax liabilities € 852 € 1,201
v3.24.1
INCOME TAXES - Income tax component in statement of operations (Details) - EUR (€)
€ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
INCOME TAXES    
Current year € 1,351 € 1,401
Adjustment in respect of prior periods (93) 199
Current income taxes 1,258 1,600
Deferred income tax recovery (348) (42)
Income taxes € 910 € 1,558
v3.24.1
INCOME TAXES - Deferred tax assets and liabilities (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Deferred income tax liabilities € 852 € 1,201
Non-capital losses carried forward    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Net deferred tax assets 348 163
Goodwill and intangible assets    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Net deferred tax liabilities 852 1,201
Convertible debt    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Net deferred tax liabilities € (348) € (163)
v3.24.1
INCOME TAXES - Reconciliation of tax rates (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
INCOME TAXES    
Canadian statutory tax rate 26.50% 26.50%
Effect of tax rate in foreign jurisdictions (6.70%) 7.70%
Impact of foreign currency translation (11.50%) 2.90%
Non-deductible and non-taxable items (13.50%) (45.20%)
Change in tax benefits not recognized (29.00%) (48.00%)
Adjustments in respect of prior periods   (16.20%)
Adjustment of prior year tax payable 3.20% (10.40%)
Other   1.80%
Effective Income Tax Rate Applicable to Loss Before Income Taxes (31.00%) (80.90%)
v3.24.1
INCOME TAXES - Schedule of deductible temporary differences (Details) - EUR (€)
€ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences € 79,570 € 70,568
Property and equipment    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 1,935 2,170
Goodwill    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 1,175 2,103
Intangibles    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 11,850  
Right-of-use assets    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 45  
Share issuance costs    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 1,523 2,888
Income tax losses - Canada    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 33,350 32,773
Capital tax losses - Canada    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 28,062 28,385
Income tax losses - United Kingdom    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 1,076 2,107
Income tax losses - Malta    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences 142 € 142
Income tax losses - USA    
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]    
Total unrecognized deductible temporary differences € 412  
v3.24.1
INCOME TAXES - Loss carry-forward (Details)
€ in Thousands
Dec. 31, 2023
EUR (€)
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration € 33,348
2028  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 649
2029  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 332
2030  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 223
2031  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 1,163
2032  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 1,698
2033  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 2,428
2034  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 1,184
2035  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 3,011
2036  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 1,578
2037  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 3,096
2038  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 1,871
2039  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 2,143
2040  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 3,188
2041  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 3,973
2042  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration 2,544
2043  
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]  
Operating loss subject to expiration € 4,267
v3.24.1
SUBSEQUENT EVENTS (Details) - Convertible Debt
€ in Thousands, $ in Thousands
Mar. 26, 2024
USD ($)
shares
Dec. 31, 2023
EUR (€)
shares
SUBSEQUENT EVENTS    
Amount of debt converted $ 1,500 € 5,820
Amount of debt converted, cash | $ 500  
Amount of debt converted, cash paid 515 3,693
Amount of debt converted, shares $ 1,000 € 2,127
Common shares issued | shares 216,148 617,357