Form 6-K Gambling.com Group Ltd For: Nov 18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021

(Commission File No. 001-40634)

 

Gambling.com Group Limited

(Translation of registrant’s name into English)

 

22 Grenville Street
St. Helier, Channel Island of Jersey
JE4 8PX

(Address of registrant’s principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒	Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ☐	No ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ☐	No ☐

 

 

 

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EXPLANATORY NOTE

 

On November 18, 2021, Gambling.com Group Limited (NASDAQ: GAMB) (the “Company”) issued a press release announcing its financial results for the period ended September 30, 2021, as well as its unaudited condensed consolidated interim financial statements for such period. Copies of the press release and the financial statements are furnished hereto as Exhibits 99.1 and 99.2, respectively.

Other than as indicated below, the information in this Form 6-K (including in Exhibits 99.1, 99.2 and 99.3) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The IFRS financial information contained in (i) the condensed consolidated statements of comprehensive income (Unaudited), (ii) the condensed consolidated statements of financial position (Unaudited) and (iii) the condensed consolidated statements of cash flows (Unaudited) included in Exhibits 99.1 and 99.2 to this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-258412).

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EXHIBIT INDEX

 

Exhibit		Description
99.1		Press Release dated November 18, 2021
99.2		Unaudited Condensed Consolidated Interim Financial Statements as of and for the Three and Nine Month Periods Ended September 30, 2021
99.3		Gambling.com Group Presentation dated November 18, 2021

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

	Gambling.com Group Limited
	(Registrant)
	By:	/s/ Elias Mark
	Name:	Elias Mark
	Title:	Chief Financial Officer

 

Date: November 18, 2021

 

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Exhibit 99.1

 

PRESS RELEASE
November 18, 2021 at 7:00 am EST

Gambling.com Group Limited Reports Third Quarter 2021 Financial Results

Company reports year-over-year revenue growth of 37% to $10.1 million

Diluted earnings per share of $0.13

Charlotte, NC – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a leading provider of digital marketing services active exclusively in the global online gambling industry, today announced its operating and financial results for the third quarter ended September 30, 2021.

Third Quarter 2021 Financial Highlights

Third Quarter 2021 Business Highlights

“Our financial performance in the third quarter remained strong as we grew revenue by 37% compared to the prior year and, despite the third quarter being the seasonally slowest quarter of the year, delivered an Adjusted EBITDA margin of 34%,” said Charles Gillespie, Chief Executive Officer and co-founder of Gambling.com Group. "Importantly, after the quiet summer months of July and August, we delivered all-time-high revenue in September. With the launch of Arizona and the kickoff of the NFL season, we saw a significant uplift in U.S. revenue in September and our U.S. performance exceeded our internal expectations. Entering the quarter with good momentum we are encouraged by the start to our seasonally stronger fourth quarter. We remain highly focused on prudently growing the Company through both sustained organic growth and future accretive acquisitions which we continue to actively pursue"

 

1 Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.

2 Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this

release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.

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Third Quarter 2021 vs. Third Quarter 2020 Financial Highlights

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				$				%
		(in thousands USD, except for share and per share data, unaudited)
CONSOLIDATED STATEMENTS OF    COMPREHENSIVE INCOME DATA
Revenue		$	10,123			$	7,406			$	2,717				37	%
Operating expenses			(7,722	)		$	(3,931	)		$	(3,791	)			96	%
Operating profit			2,401				3,475				(1,074	)			(31	)%
Income before tax			2,694				2,609				85				3	%
Net income for the period attributable to the    equity holders		$	4,675			$	2,303			$	2,372				103	%
Net income per share attributable to ordinary    shareholders, basic			0.14				0.08				0.06				75	%
Net income per share attributable to ordinary    shareholders, diluted			0.13				0.08				0.05				63	%

 

n/m = not meaningful

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				$				%
		(in thousands USD, unaudited)
NON-IFRS FINANCIAL MEASURES
Adjusted EBITDA		$	3,464			$	4,027			$	(563	)			(14	)%
Adjusted EBITDA Margin			34	%			54	%		n/m				n/m
Free Cash Flow			754				3,917				(3,163	)			(81	)%

 

n/m = not meaningful

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				Amount				%
		(in thousands, unaudited)
OTHER SUPPLEMENTAL DATA
New Depositing Customers (1)			27				28				(1	)			(4	)%

 

 

		AS OF SEPTEMBER 30,		AS OF DECEMBER 31,		CHANGE
		2021		2020		$		%
		(Unaudited)
		(in thousands, USD)
CONSOLIDATED STATEMENTS OF FINANCIAL    POSITION DATA
Cash and cash equivalents		$53,160		$8,225		$44,935		n/m
Working capital (2)		55,064		10,059		45,005		n/m
Total assets		91,648		45,383		46,265		n/m
Total borrowings		5,919		5,960		(41)		n/m
Total liabilities		11,373		11,171		202		n/m
Total equity		80,275		34,212		46,063		n/m

 

n/m = not meaningful

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Revenue

Total revenue in the third quarter increased 37% to $10.1 million compared to $7.4 million in the comparable period for the prior year. On a constant currency basis, revenue increased $2.3 million, or 30%. The increase was driven by improved monetization of NDCs that we attribute to a combination of technology improvements and changes in product and market mix. NDCs decreased 4% to 27,000 compared to 28,000 in the prior year.

Our revenue disaggregated by market is as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				$				%
		(in thousands USD, unaudited)
U.K. and Ireland		$	4,483			$	4,311			$	172				4	%
Other Europe			2,718				1,162				1,556				134	%
North America			2,270				1,081				1,189				110	%
Rest of the world			652				852				(200	)			(23	)%
Total revenues		$	10,123			$	7,406			$	2,717				37	%

 

Revenue increases were primarily driven by organic growth in our Other Europe and North American markets.

Our revenue disaggregated by monetization is as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				$				%
		(in thousands USD, unaudited)
Hybrid commission		$	2,808			$	3,847			$	(1,039	)			(27	)%
Revenue share commission			829				794				35				4	%
CPA commission			5,455				2,535				2,920				115	%
Other revenue			1,031				230				801				348	%
Total revenues		$	10,123			$	7,406			$	2,717				37	%

 

Revenue increases were driven primarily by additional CPA commission and Other revenue. The increase in Other revenue was driven primarily by bonuses related to achieving certain operator NDC performance targets.

Our revenue disaggregated by product type from which it is derived is as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				$				%
		(in thousands USD, unaudited)
Casino		$	7,965			$	6,354			$	1,611				25	%
Sports			2,076				858				1,218				142	%
Other			82				194				(112	)			(58	)%
Total revenues		$	10,123			$	7,406			$	2,717				37	%

 

Revenue increases were driven by growth in revenue from casino and sports products.

Operating Expenses

 

		THREE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021				2020				$				%
		(in thousands USD, unaudited)
Sales and marketing expenses		$	3,587			$	1,790			$	1,797				100	%
Technology expenses			1,123				663				460				69	%
General and administrative expenses			2,978				1,402				1,576				112	%
Allowance for credit losses and write offs			34				76				(42	)			(55	)%
Total operating expenses		$	7,722			$	3,931			$	3,791				96	%

 

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n/m = not meaningful

Total operating expenses increased by $3.8 million to $7.7 million compared to $3.9 million in the prior year. On a constant currency basis, operating expenses increased by $3.5 million to $7.7 million compared to $4.2 million in the prior year. The increase was driven primarily by headcount across Sales and Marketing, Technology, and General and Administrative functions as we invest in the Company's organic growth initiatives as well as increased administrative expenses associated with operating as a public company.

Sales and Marketing expenses totaled $3.6 million compared to $1.8 million in the prior year. The increase was driven primarily by increased wages and salary expenses associated with increased headcount and professional services.

Technology expenses totaled $1.1 million compared to $0.7 million in the prior year. The increase was driven primarily by increased wages and salary expenses associated with increased headcount partially offset by capitalized development costs.

General and Administrative expenses totaled $3.0 million compared to $1.4 million in the prior year. The increase was driven primarily by increased wages and salary expenses associated with increased headcount, professional services, and insurance expenses.

Earnings

Adjusted EBITDA decreased by 14% to $3.5 million compared to $4.0 million in the prior year representing an Adjusted EBITDA margin of 34%. The decrease was driven primarily by increased operating expenses partly offset by increased revenue.

Operating profit in the third quarter decreased 31% to $2.4 million compared to $3.5 million in 2020. The decrease was driven primarily by a decrease in Adjusted EBITDA and an increase in share-based payments expense.

Net income in the third quarter totaled $4.7 million, or $0.13 per diluted share, compared to net income of $2.3 million, or $0.08 per diluted share, in the prior year. The increase was primarily driven by the recognition of deferred tax assets related to the transferred intangible assets.

Free Cash-flow

Total cash generated from operations of $1.4 million decreased 65% compared to $4.0 million in the prior year. The decrease was driven primarily by decreased adjusted EBITDA, the settlement of non-recurring IPO-related expenses and income tax payments. Free cash flow totaled $0.8 million compared to $3.9 million in the prior year. The decline was the result of decreased cash flow generated from operations and increased capital expenditures consisting primarily of the acquisition of domain names and capitalized development costs.

Balance Sheet

Cash balances as of September 30, 2021 totaled $53.2 million, an increase of $45.0 million compared to $8.2 million as of December 31, 2020. Working capital as of September 30, 2021 totaled $55.1 million, an increase of $45.0 million compared to $10.1 million as of December 31, 2020.

Total assets as of September 30, 2021 were $91.6 million compared to $45.4 million as of December 30, 2020. Total borrowings, including accrued interest, totaled $5.9 million compared to $6.0 million as of December 31, 2020. Total liabilities were $11.4 million compared to $11.2 million as of December 31, 2020.

Total equity as of September 30, 2021 was $80.3 million compared to $34.2 million as of December 31, 2020.

The increases in working capital, total assets, and total equity were driven primarily by the net proceeds received from the IPO and operating profit and net income generated by the Company.

2021 – 2023 Financial Targets

 

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Total Revenue Growth		> Average 40%
Adjusted EBITDA Margin3		> Average 40%
Leverage4		< Net Debt to Adjusted EBITDA 2.5x5

2021 Outlook

Elias Mark, Chief Financial Officer of Gambling.com Group, added, “Our third quarter results came in a bit above our expectations and after slow summer trading our financial performance accelerated in September to close out the quarter with the best month in the Company's history. Our Adjusted EBITDA margin of 34% in the quarter was healthy despite a seasonally slow quarter and investments in scaling the organization for organic growth initiatives and operating as a public company. This is consistent with our prior guidance that our near-term margins may deviate from our average 40% target as we invest in our organic growth plan and pursue our M&A strategy. For the full year, we are reiterating our expectation to achieve both above 40% year-on-year organic revenue growth and approximately 40% Adjusted EBITDA margin. We remain in a very strong financial position after the IPO last quarter which offers us significant optionality going forward to execute our growth plan and each of our capital allocation priorities.”

Conference Call Details

 

Date/Time:		Thursday, November 18, 2021, at 9:00 am EST
Webcast:		https://www.webcast-eqs.com/gamb20211118/en
U.S. Toll-Free Dial In:		877-407-0890
International Dial In:		+1-201-389-0918

To access the call, please dial in approximately ten minutes before the start of the call. An accompanying slide presentation will be available in PDF format within the “News & Events” section of the Company’s website.

An archived webcast of the conference call will also be available in the News & Events section of the Company’s website at gambling.com/corporate/investors/news-events.

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For further information, please contact:

Media: Derek Brookmeyer, Gambling.com Group, [email protected], 616-528-0882

Investors: Ross Collins, Alpha-IR Group, [email protected], 312-445-2877

About Gambling.com Group Limited

Gambling.com Group Limited (Nasdaq: GAMB) is a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry, based on September 30,2021 revenue. The Company has more than 200 employees and operates from offices in Ireland, the United States and Malta. Through its proprietary technology platform, the Company publishes a portfolio of premier branded websites including Gambling.com and Bookies.com. Founded in 2006, the Company owns and operates more than 30 websites in six languages across 13 national markets covering all aspects of the online gambling industry, which includes iGaming and sports betting. Gambling.com Group is publicly traded on the Nasdaq Global Market.

 

 

3 Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.

4 Leverage is defined as Net Debt as a proportion of Adjusted EBITDA.

5 Net Debt is defined as Borrowings less Cash and Cash Equivalents.

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Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(USD in thousands, except per share amounts)

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Revenue			10,123				7,406				32,032				17,713
Sales and marketing expenses			(3,587	)			(1,790	)			(9,435	)			(5,661	)
Technology expenses			(1,123	)			(663	)			(2,757	)			(1,705	)
General and administrative expenses			(2,978	)			(1,402	)			(9,137	)			(3,347	)
Allowance for credit losses and write offs			(34	)			(76	)			66				(239	)
Operating profit			2,401				3,475				10,769				6,761
(Losses) gains on financial liability at fair value through    profit or loss			—				(411	)			—				1,810
Finance income			884				13				1,436				328
Finance expense			(591	)			(468	)			(1,352	)			(1,636	)
Income before tax			2,694				2,609				10,853				7,263
Income tax credit (charge)			1,981				(306	)			733				(653	)
Net income for the period attributable to the    equity holders			4,675				2,303				11,586				6,610
Other comprehensive income
Exchange differences on translating foreign currencies			(1,785	)			784				(2,987	)			750
Total comprehensive income for the period    attributable to the equity holders			2,890				3,087				8,599				7,360
Net income per share attributable to ordinary    shareholders, basic			0.14				0.08				0.39				0.24
Net income per share attributable to ordinary    shareholders, diluted			0.13				0.08				0.34				0.22

 

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Condensed Consolidated Statements of Financial Position (Unaudited)

(USD in thousands)

 

		SEPTEMBER 30, 2021				DECEMBER 31, 2020
ASSETS
Non-current assets
Property and equipment			535				515
Intangible assets			23,073				23,560
Right-of-use assets			1,564				1,799
Deferred tax asset			7,323				5,778
Total non-current assets			32,495				31,652
Current assets
Trade and other receivables			5,993				5,506
Cash and cash equivalents			53,160				8,225
Total current assets			59,153				13,731
Total assets			91,648				45,383
EQUITY AND LIABILITIES
Equity
Share capital			—				64
Capital reserve			55,895				19,979
Share options and warrants reserve			1,908				296
Foreign exchange translation reserve			(457	)			2,530
Retained earnings			22,929				11,343
Total equity			80,275				34,212
Non-current liabilities
Borrowings			5,919				5,937
Lease liability			1,365				1,562
Total non-current liabilities			7,284				7,499
Current liabilities
Trade and other payables			2,995				2,428
Borrowings and accrued interest			—				23
Lease liability			405				413
Income tax payable			689				808
Total current liabilities			4,089				3,672
Total liabilities			11,373				11,171
Total equity and liabilities			91,648				45,383

 

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Condensed Consolidated Statements of Cash Flows (Unaudited)

(USD in thousands)

 

		THREE MONTHS ENDED SEPTEMBER 30,					NINE MONTHS ENDED SEPTEMBER 30,
		2021		2020				2021		2020
Cash flow from operating activities
Income before tax		2,694		2,609				10,853		7,263
Finance (income) expenses, net		(293)		455				(84)		1,308
Losses (gains) on financial instruments valuation		—		411				—		(1,810)
Adjustments for non-cash items:
Depreciation and amortization		585		552				1,801		1,603
Movements in credit loss allowance		34		76				(66)		239
Other write offs		87		—				87		—
Share option charge		402		—				1,466		—
Cash flows from operating activities before changes in    working capital		3,509		4,103				14,057		8,603
Changes in working capital
Trade and other receivables		503		60				(741)		(1,081)
Trade and other payables		(1,903)		11				807		51
Income tax paid		(728)		(206)				(1,264)		(206)
Cash flows generated by operating activities		1,381		3,968				12,859		7,367
Cash flows from investing activities
Acquisition of property and equipment		(62)		(51)				(227)		(68)
Acquisition of intangible assets		(565)		—				(2,359)		—
Cash flows used in investing activities		(627)		(51)				(2,586)		(68)
Cash flows from financing activities
Issue of ordinary shares and share warrants		41,922		—				41,922		630
Equity issue costs		(6,070)		—				(6,070)		(40)
Repayment of notes and bonds		—		—				—		(3,444)
Interest paid		(243)		—				(364)		(677)
Warrants repurchased		—		—				—		(129)
Principal paid on lease liability		(64)		(76)				(159)		(151)
Interest paid on lease liability		(47)		(46)				(143)		(145)
Cash flows generated from (used in) financing activities		35,498		(122)				35,186		(3,956)
Net movement in cash and cash equivalents		36,252		3,795				45,459		3,343
Cash and cash equivalents at the beginning of the    period		17,168		6,958				8,225		6,992
Net foreign exchange differences on cash and cash    equivalents		(260)		98				(524)		516
Cash and cash equivalents at the end of the period		53,160		10,851				53,160		10,851

 

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Supplemental Information

Constant Currency

Changes in our financial results include the impact of changes in foreign currency exchange rates. We provide “constant currency” analysis, as if EUR-USD exchange rate had remained constant period-over-period, to enhance the comparability of our results. When we use the term “constant currency,” we adjust for the impact related to the translation of our condensed consolidated financial statements from EUR to USD by translating financial data for the three months September 30, 2020 using the same foreign currency exchange rates that we used to translate financial data for the three months ended September 30, 2021.

Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with IFRS. Refer to “Results of Operations” for Management’s discussion of the constant currency impact for these periods. For foreign exchange rates used, refer to “Note 3 Significant Accounting Policies,” within the Notes to the Condensed Consolidated Financial Statements.

Rounding

We have made rounding adjustments to some of the figures included in the discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes thereto. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this presentation, including statements regarding our 2021 outlook and future results of operations and financial position, whether we can sustain our organic growth and make accretive acquisitions, industry dynamics, business strategy and plans and our objectives for future operations, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks include our ability to manage expansion into the U.S. markets and other markets; compete in our industry; our expectations regarding our financial performance, including our revenue, costs, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow; the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs; mitigate and address unanticipated performance problems on our websites, or platforms; attract, retain, and maintain good relations with our customers; anticipate market needs or develop new or enhanced offerings and services to meet those needs; stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the U.S. and internationally and our expectations regarding various laws and restrictions that relate to our business; anticipate the effects of existing and developing laws and regulations, including with respect to taxation, and privacy and data protection that relate to our business; obtain and maintain licenses or approvals with gambling authorities in the U.S.; effectively manage our growth and maintain our corporate culture; identify, recruit, and retain skilled personnel, including key members of senior management; our ability to successfully identify, manage, consummate and integrate any existing and potential acquisitions; our ability to maintain, protect, and enhance our intellectual property; our intended use of the net proceeds from this offering; our ability to manage the increased expenses associated and compliance demands with being a public company; our ability to maintain our foreign private issuer status; and other important risk factors discussed under the caption “Risk Factors” in Gambling.com Group’s prospectus pursuant to Rule 424(b) filed with the US Securities and Exchange Commission (“SEC”) on July 23, 2021, and Gambling.com Group’s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained

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in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.

Non-IFRS Financial Measures

Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA is a non-IFRS financial measure defined as earnings excluding net finance costs, income tax charge, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue.

We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management as a measure of comparative operating performance from period to period as they remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.

While we use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance.

Below is a reconciliation to EBITDA and Adjusted EBITDA from net income for the period attributable to the equity holders as presented in the Condensed Consolidated Statements of Comprehensive Income and for the period specified:

 

		THREE MONTHS ENDED SEPTEMBER 30,						CHANGE										NINE MONTHS ENDED SEPTEMBER 30,								CHANGE
		2021		2020			$				%					2021				2020				$					%
		(in thousands USD, unaudited)															(in thousands USD, unaudited)
Net income for the period    attributable to the    equity holders		$4,675		$2,303			2,372				103%					$11,586				$6,610				4,976					75%
Add Back:
Net finance (income) costs (1)		(293)		866			(1,159)				(134)%					(84)				(502)				418					(83)%
Income tax (credit) charge		(1,981)		306			(2,287)				(747)%					(733)				653				(1,386)					(212)%
Depreciation expense		42		31			11				35%					124				90				34					38%
Amortization expense		543		521			22				4%					1,677				1,513				164					11%
EBITDA		$2,986		$4,027			(1,041)				(26)%					$12,570				$8,364				4,206					50%
Share-based payments		402		—			402				100%					1,466				—				1,466					100%
Non-recurring accounting and legal    fees related to the offering		76		—			76				100%					974				—				974					100%
Non-recurring employees’ bonuses    related to the offering		—		—			—				0%					1,097				—				1,097					100%
Non-recurring related to lease termination		—		—			—				0%					—				155				(155)					(100)%
Adjusted EBITDA		$3,464		$4,027			$(563)				(14)%					$16,107				$8,519				$7,588					89%

 

10

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n/m = not meaningful

Below is the Adjusted EBITDA Margin calculation for the period specified:

 

		THREE MONTHS ENDED SEPTEMBER 30,				CHANGE				NINE MONTHS ENDED SEPTEMBER 30,						CHANGE
		2021		2020		$		%		2021		2020			$				%
		(in thousands USD, unaudited)								(in thousands USD, unaudited)
Revenue		$10,123		$7,406		2,717		37%		$32,032		$17,713			14,319				81%
Adjusted EBITDA		3,464		4,027		(563)		(14)%		16,107		8,519			7,588				89%
Adjusted EBITDA Margin		34%		54%		n/m		n/m		50%		48%			n/m				n/m

 

n/m = not meaningful

Free Cash Flow

Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX.

We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.

The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.

Below is a reconciliation to Free Cash Flow from cash flows generated by operating activities as presented in the Condensed Consolidated Statement of Cash Flows for the period specified:

 

		THREE MONTHS ENDED SEPTEMBER 30,				CHANGE				NINE MONTHS ENDED SEPTEMBER 30,				CHANGE
		2021		2020		$		%		2021		2020		$		%
		(in thousands USD, unaudited)								(in thousands USD, unaudited)
Cash flows generated by operating    activities		$1,381		$3,968		(2,587)		(65)%		$12,859		$7,367		5,492		75%
Capital Expenditures		(627)		(51)		(576)		n/m		(2,586)		(68)		(2,518)		n/m
Free Cash Flow		$754		$3,917		(3,163)		(81)%		$10,273		$7,299		$2,974		41%

 

n/m = not meaningful

11

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Earnings Per Share

Below is a reconciliation of basic and diluted earnings per share as presented in the Condensed Consolidated Statement of Income for the period specified:

 

		THREE MONTHS ENDED SEPTEMBER 30,					NINE MONTHS ENDED SEPTEMBER 30,
		2021		2020				2021		2020
		(in thousands USD, except for share and per share data, unaudited)
Net income for the period attributable    to the equity holders		4,675		2,303				11,586		6,610
Weighted-average number of ordinary shares, basic		32,364,114		27,570,812				29,830,319		27,486,143
Net income per share attributable to    ordinary shareholders, basic		0.14		0.08				0.39		0.24
Net income for the period attributable    to the equity holders		4,675		2,303				11,586		6,610
Weighted-average number of ordinary shares, diluted		36,184,575		30,666,166				33,640,305		30,725,252
Net income per share attributable to    ordinary shareholders, diluted		0.13		0.08				0.34		0.22

 

12

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Exhibit 99.2

GAMBLING.COM GROUP LIMITED

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

		PAGE
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2021 and 2020			F-	2
Condensed Consolidated Statements of Financial Position as of September 30, 2021 and December 31, 2020			F-	3
Condensed Consolidated Statements of Changes in Equity for the nine months ended September 30, 2021 and 2020			F-	4
Condensed Consolidated Statements of Cash Flows for the three months and nine months ended September 30, 2021 and 2020			F-	5
Notes to Condensed Consolidated Financial Statements			F-	6

 

F-1

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GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(USD in thousands, except per share amounts)

 

						THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		NOTE				2021				2020				2021				2020
Revenue			15				10,123				7,406				32,032				17,713
Sales and marketing expenses			16				(3,587	)			(1,790	)			(9,435	)			(5,661	)
Technology expenses			16				(1,123	)			(663	)			(2,757	)			(1,705	)
General and administrative expenses			16				(2,978	)			(1,402	)			(9,137	)			(3,347	)
Allowance for credit losses and write offs			3				(34	)			(76	)			66				(239	)
Operating profit							2,401				3,475				10,769				6,761
(Losses) gains on financial liability at fair    value through profit or loss			12				—				(411	)			—				1,810
Finance income			17				884				13				1,436				328
Finance expense			17				(591	)			(468	)			(1,352	)			(1,636	)
Income before tax							2,694				2,609				10,853				7,263
Income tax credit/(charge)			19				1,981				(306	)			733				(653	)
Net income for the period    attributable to the equity holders							4,675				2,303				11,586				6,610
Other comprehensive income
Exchange differences on translating foreign    currencies							(1,785	)			784				(2,987	)			750
Total comprehensive income for the    period attributable to the equity holders							2,890				3,087				8,599				7,360
Net income per share attributable to    ordinary shareholders, basic			18				0.14				0.08				0.39				0.24
Net income per share attributable to    ordinary shareholders, diluted			18				0.13				0.08				0.34				0.22

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-2

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GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Financial Position (Unaudited)

(USD in thousands)

 

		NOTE				SEPTEMBER 30, 2021				DECEMBER 31, 2020
ASSETS
Non-current assets
Property and equipment			4				535				515
Intangible assets			6				23,073				23,560
Right-of-use assets			5				1,564				1,799
Deferred tax asset			14				7,323				5,778
Total non-current assets							32,495				31,652
Current assets
Trade and other receivables			7				5,993				5,506
Cash and cash equivalents							53,160				8,225
Total current assets							59,153				13,731
Total assets							91,648				45,383
EQUITY AND LIABILITIES
Equity
Share capital			8				—				64
Capital reserve			9				55,895				19,979
Share options and warrants reserve		10,11					1,908				296
Foreign exchange translation reserve							(457	)			2,530
Retained earnings							22,929				11,343
Total equity							80,275				34,212
Non-current liabilities
Borrowings			12				5,919				5,937
Lease liability			5				1,365				1,562
Total non-current liabilities							7,284				7,499
Current liabilities
Trade and other payables			13				2,995				2,428
Borrowings and accrued interest			12				—				23
Lease liability			5				405				413
Income tax payable							689				808
Total current liabilities							4,089				3,672
Total liabilities							11,373				11,171
Total equity and liabilities							91,648				45,383

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-3

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GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Changes In Equity (Unaudited)

(USD in thousands)

 

		NOTE		SHARE CAPITAL		CAPITAL RESERVE		SHARE OPTIONS AND WARRANTS RESERVE		FOREIGN EXCHANGE TRANSLATION RESERVE		RETAINED EARNINGS/ ACCUMULATED DEFICIT		TOTAL
Balance at January 1, 2021				64		19,979		296		2,530		11,343		34,212
Transactions with owners
Issue of share capital		8,9		—		35,852		—		—		—		35,852
Transfer between reserves upon IPO		8,9		(64)		64		—		—		—		—
Movements in share options and    warrants reserve		10,11		—		—		1,612		—		—		1,612
				(64)		35,916		1,612		—		—		37,464
Comprehensive income
Net income				—		—		—		—		11,586		11,586
Exchange differences on    translating foreign currencies				—		—		—		(2,987)		—		(2,987)
Balance at September 30, 2021				—		55,895		1,908		(457)		22,929		80,275
Balance at January 1, 2020				61		16,007		621		50		(3,808)		12,931
Transactions with owners
Issue of share capital		8,9		1		590		—		—		—		591
Movements in share options and    warrants reserve		10,11		—		3		(3)		—		—		—
				1		593		(3)		—		—		591
Comprehensive income
Net income				—		—		—		—		6,610		6,610
Exchange differences on    translating foreign currencies				—		—		—		750		—		750
Balance at September 30, 2020				62		16,600		618		800		2,802		20,882

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-4

---

 

GAMBLING.COM GROUP LIMITED

Condensed Consolidated Statements of Cash Flows (Unaudited)

(USD in thousands)

 

				THREE MONTHS ENDED SEPTEMBER 30,					NINE MONTHS ENDED SEPTEMBER 30,
		NOTE		2021		2020				2021		2020
Cash flow from operating activities
Income before tax				2,694		2,609				10,853		7,263
Finance income (expenses), net		17		(293)		455				(84)		1,308
Losses (gains) on financial instruments valuation		12		—		411				—		(1,810)
Adjustments for non-cash items:
Depreciation and amortization				585		552				1,801		1,603
Movements in credit loss allowance		3		34		76				(66)		239
Other write offs		4,6		87		—				87		—
Share option charge		11		402		—				1,466		—
Cash flows from operating activities before    changes in working capital				3,509		4,103				14,057		8,603
Changes in working capital
Trade and other receivables				503		60				(741)		(1,081)
Trade and other payables				(1,903)		11				807		51
Income tax paid				(728)		(206)				(1,264)		(206)
Cash flows generated by operating activities				1,381		3,968				12,859		7,367
Cash flows from investing activities
Acquisition of property and equipment		4		(62)		(51)				(227)		(68)
Acquisition of intangible assets		6		(565)		—				(2,359)		—
Cash flows used in investing activities				(627)		(51)				(2,586)		(68)
Cash flows from financing activities				—		—				—		—
Issue of ordinary shares and share warrants		8,9,10		41,922		—				41,922		630
Equity issue costs				(6,070)		—				(6,070)		(40)
Repayment of notes and bonds		12		—		—				—		(3,444)
Interest paid		12		(243)		—				(364)		(677)
Warrants repurchased		10,11		—		—				—		(129)
Principal paid on lease liability		5		(64)		(76)				(159)		(151)
Interest paid on lease liability		5		(47)		(46)				(143)		(145)
Cash flows generated from (used in) financing activities				35,498		(122)				35,186		(3,956)
Net movement in cash and cash    equivalents				36,252		3,795				45,459		3,343
Cash and cash equivalents at the beginning    of the period				17,168		6,958				8,225		6,992
Net foreign exchange differences on cash    and cash equivalents				(260)		98				(524)		516
Cash and cash equivalents at the end of    the period				53,160		10,851				53,160		10,851

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

F-5

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GAMBLING.COM GROUP LIMITED

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(USD in thousands except share and per-share amounts)

1. GENERAL COMPANY INFORMATION

Gambling.com Group Limited (the “Company” or “Group”) is a public limited liability company founded in 2006 and incorporated in Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. Our registered address is 22 Grenville Street, St. Helier, Jersey JE4 8PX.

We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com and Bookies.com.

2. BASIS OF PRESENTATION

These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all disclosures that would otherwise be required in a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB and should be read in conjunction with the 2020 audited consolidated financial statements included in the Company’s Registration Statement, previously filed with the U.S. Securities and Exchange Commission on July 22, 2021 (“2020 audited consolidated financial statements”).

3. SIGNIFICANT ACCOUNTING POLICIES

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s statement of financial position as of September 30, 2021 and its results of operations and cash flows for the three and nine months ended September 30, 2021 and 2020 and its changes in equity for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021 or for any future annual or interim period.

USE OF ESTIMATES AND JUDGEMENTS

In preparing these condensed consolidated financial statements, the Company has made estimates and judgements that impact the application of accounting policies and reported amounts. The significant estimates and judgements made in applying the Company’s accounting policies and key sources of estimation were the same as those described in its 2020 audited consolidated financial statements.

NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP IN 2021

The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2021, and determined they had limited or no impact on the Group’s financial statements:

STANDARDS ISSUED BUT NOT YET EFFECTIVE

There were a number of standards and interpretations which were issued but not effective until periods beginning subsequent to December 31, 2021. These amendments have not been early adopted for these condensed consolidated financial statements and are not expected to have a significant impact on disclosures or amounts reported in the Group’s consolidated financial statements in the period of initial application.

F-6

---

 

FOREIGN CURRENCY TRANSLATION

The following exchange rates were used to translate the financial statements of the Group into USD from Euros:

 

		PERIOD END (1)				AVERAGE FOR PERIOD (2)				AVERAGE FOR PERIOD (9 MONTHS)				BEGINNING OF PERIOD (1)				LOW				HIGH
Nine Months Ended September 30:		(EUR per USD)
2021			0.86				0.85				0.84				0.81				0.81				0.86
2020			0.85				0.86				0.89				0.89				0.83				0.93

 

SEGMENT REPORTING

An operating segment is a part of the Group that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”). The Group does not divide its operations into different segments, and the CODM operates and manages the Group’s entire operations as one segment, which is consistent with the Group’s internal organization and reporting system.

CREDIT RISK MANAGEMENT

Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date is as follows:

 

		AS AT SEPTEMBER 30, 2021				AS AT DECEMBER 31, 2020
Trade and other receivables (excluding prepayments)			4,967				5,046
Cash and cash equivalents			53,160				8,225
			58,127				13,271

 

For the three months ended September 30, 2021 and 2020, revenues generated from one customer amounted to 11% and 20% of the Group’s total sales, respectively. For the nine months ended September 30, 2021 and 2020, revenues generated from one customer amounted to 15% and 21% of the Group’s total sales, respectively.

The Group has the following financial assets that are accounted for using the expected credit loss (ECL) model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The expected loss rates are based on the historical credit losses experienced over a recent twelve-month period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors (such as GDP growth, inflation rate and unemployment forecasts) affecting the ability of the customers to settle the receivables.

The aging of trade receivables that are past due but not impaired is shown below:

 

		AS AT SEPTEMBER 30, 2021				AS AT DECEMBER 31, 2020
Between one and two months			21				190
Between two and three months			—				21
More than three months			—				8
			21				219

 

F-7

---

 

 

The Company did not recognize any specific impairment on trade receivables during the three and nine months ended September 30, 2021.

The activity in the credit loss allowance was as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Balance at the beginning of the period			216				487				352				340
(Decrease)/Increase in credit losses allowance			28				29				(92	)			221
Write offs			—				(238	)			—				(238	)
Translation effect			(8	)			20				(24	)			(25	)
Balance at the end of the period			236				298				236				298

 

For the three months ended September 30, 2021 and 2020, the Company wrote off total trade receivable balances of $6 and $47, respectively, not previously provided as a part of the credit loss allowance. For the three months ended September 30, 2020, a specific provision of $238 was released.

 

For the nine months ended September 30, 2021 and 2020, the Company wrote off total trade receivable balances of $26 and $18, respectively, not previously provided as a part of the credit loss allowance. For the nine months ended September 30, 2020, a specific provision of $238 was released.

 

The Group actively manages credit limits and exposures in a practicable manner such that past due amounts receivable from the operator customers are within controlled parameters. Management assesses the credit quality of the operators, taking into account their financial position, past experience and other factors. The Group’s receivables are principally in respect of transactions with operators for whom there is no recent history of default. Management does not expect significant losses from non-performance by these operators above the ECL provision. The directors consider that the Group was not exposed to significant credit risk as at the end of the current reporting period.

The Group monitors intra-group credit exposures at the individual entity level on a regular basis and ensures timely performance in the context of its overall liquidity management. Management concluded the Group’s exposure to credit losses on intra-group receivables were immaterial.

As cash and cash equivalents are held with financial institutions, any credit risk is deemed to be immaterial. The IFRS 9 assessment conducted for these balances did not identify any material impairment loss as of September 30, 2021.

4. PROPERTY AND EQUIPMENT

 

		COMPUTER    AND    OFFICE EQUIPMENT				LEASEHOLD IMPROVEMENTS				TOTAL
At January 1, 2021			342				173				515
Additions			227				—				227
Other movements			(35	)			—				(35	)
Depreciation charge			(107	)			(17	)			(124	)
Translation differences			(37	)			(11	)			(48	)
At September 30, 2021			390				145				535
Cost			679				228				907
Accumulated depreciation			(289	)			(83	)			(372	)
Net book amount at September 30, 2021			390				145				535

 

For the three months ended September 30, 2021 and 2020, cash paid for the acquisition of property and equipment was $62 and $51, respectively. For the three months ended September 30, 2021 the Company expensed low value office equipment with net book value of $35.

 

F-8

---

 

For the nine months ended September 30, 2021 and 2020, cash paid for the acquisition of property and equipment was $227 and $68, respectively.

The following is the reconciliation of depreciation expense for the three months and nine months ended September 30, 2021 and 2020:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Depreciation expensed to technology expenses			8				3				16				10
Depreciation expensed to general and    administrative expenses			34				28				108				80
Total depreciation expense			42				31				124				90

 

5. LEASES

Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the periods presented:

 

		RIGHT-OF- USE ASSETS				LEASE LIABILITIES
At January 1, 2021			1,799				1,975
Additions			71				71
Amortization of right-of-use assets			(231	)			—
Interest expense			—				144
Payments			—				(302	)
Translation differences			(75	)			(118	)
At September 30, 2021			1,564				1,770

 

For the three months ended September 30, 2021 and 2020, amortization expense of right-of-use assets was $64 and $40, respectively, and lease payments related to lease liabilities were $111 and $122, respectively.

For the nine months ended September 30, 2021 and 2020, amortization expense of right-of-use assets was $231 and $167, respectively, and lease payments related to lease liabilities were $302 and $296, respectively.

Lease payments not recognized as a liability

The expense relating to payments not included in the measurement of the lease liability is as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Short-term leases			72				59				242				319

 

F-9

---

 

6. INTANGIBLE ASSETS

 

		DOMAIN NAMES MOBILE APPS AND RELATED WEBSITES				CUSTOMER CONTRACTS				OTHER INTANGIBLES				TOTAL
At January 1, 2021			23,543				—				17				23,560
Domain names and other assets			1,089				—				—				1,089
Capitalized software development			—				—				1,270				1,270
Other movements			—				—				(52	)			(52	)
Amortization charge			(1,378	)			—				(68	)			(1,446	)
Translation differences			(1,325	)			—				(23	)			(1,348	)
At September 30, 2021			21,929				—				1,144				23,073
Cost			27,270				1,040				1,230				29,540
Accumulated amortization			(5,341	)			(1,040	)			(86	)			(6,467	)
Net book amount at September 30, 2021			21,929				—				1,144				23,073

 

Amortization expense of intangible assets for the three months ended September 30, 2021 and 2020 was $479 and $481, respectively. Amortization expense of intangible assets for the nine months ended September 30, 2021 and 2020 was $1,446 and $1,346, respectively.

For the three months ended September 30, 2021, cash paid for the acquisition of intangible assets and capitalized software developments was $565. For the three months ended September 30, 2021 the Company expensed prior capitalized expenses with net book value of $52.

For the nine months ended September 30, 2021, cash paid for the acquisition of intangible assets and capitalized software development was $2,359.

As of September 30, 2021, the net book value of assets with finite useful lives was $2,893 of which $1,749 related to a finite life mobile app and $1,144 related to other intangibles, and the net book value of assets with indefinite useful lives was $20,180 related to domain names and related websites.

7. TRADE AND OTHER RECEIVABLES

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Current
Trade receivables, net			4,711				4,839
Other receivables			148				141
Deposits			108				66
Prepayments			1,026				460
			5,993				5,506

 

 

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Trade receivables, gross			4,947				5,191
Credit loss allowance			(236	)			(352	)
Trade receivables, net			4,711				4,839

 

Trade receivables are unsecured and subject to settlement typically within 30 days. Details on movements in the allowance are disclosed within Note 3.

F-10

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8. SHARE CAPITAL

 

		SHARES				USD
Issued and fully paid ordinary shares
As at January 1, 2021			28,556,422				64
Shares issued and sold			5,250,000				—
Transfer to capital reserve upon change of par value			—				(64	)
As at September 30, 2021			33,806,422				—
As at January 1, 2020			27,291,543				61
Shares issued and sold			279,269				1
As at September 30, 2020			27,570,812				62

 

In July 2021, the Group issued and sold in its initial public offering 5,250,000 ordinary shares in exchange for total gross cash proceeds of $41,922. Costs attributable to the issue of new equity amounted to $6,070 and were netted against proceeds received.

 

At September 30, 2021, total authorized shares of the Company were unlimited. Shares have no par value.

 

At December 31, 2020, total authorized share capital of the Company was 35,000,000 shares with a nominal value of EUR0.002 (USD 0.002) each.

9. CAPITAL RESERVE

 

		NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020
Opening carrying amount			19,979				16,007
Share warrants repurchased and exercised (Note 10)			—				3
Share capital issue (Note 8), net of issuance costs			35,852				590
Transfer from share capital reserve upon change of par value			64				—
Closing carrying amount			55,895				16,600

 

10. SHARE OPTIONS AND WARRANTS RESERVE

Changes in the share option and warrants reserve are as follows:

 

		OPTIONS AND WARRANTS				USD
As at January 1, 2021			2,854,744				296
Share options and warrants expense			—				514
Share options and warrants granted			4,066,770				237
Modification of share warrants			—				869
Share options forfeited			(20,000	)			(8	)
As at September 30, 2021			6,901,514				1,908
As at January 1, 2020			3,345,354				621
Share warrants repurchased			(135,000	)			(1	)
Share warrants exercised			(115,000	)			(2	)
As at September 30, 2020			3,095,354				618

 

In January 2021, share options to purchase 10,000 ordinary shares that were issued under the 2020 Stock Incentive Plan (the "Plan") were forfeited. In August 2021, a further 10,000 were forfeited (see Note 11).

On July 31, 2021, 4,056,770 share options were granted under the Founders' Award (Note 11).

As at September 30, 2021, there was a total of 6,901,514 warrants and options outstanding including 735,000 warrants and options issued under the 2020 Stock Incentive plan and 4,056,770 under the Founders' Awards (see Note 11).

F-11

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In March 2020, share warrants that had originally been issued and sold in June 2019 to an executive to purchase 100,000 ordinary shares were repurchased by the Company.

In June 2020, non-executive directors exercised 115,000 warrants and the Company repurchased 35,000 warrants.

11. SHARE-BASED PAYMENTS

The number of awards outstanding under the Plan and Founders' Award as at September 30, 2021, is as follows:

 

		NUMBER OF AWARDS				WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN USD
Awards outstanding as at January 1, 2021			745,000				3.44
Granted			4,066,770				8.00
Forfeited			(20,000	)			3.44
Awards outstanding as at September 30, 2021			4,791,770				7.31

 

For the three and nine months ended September 30, 2020, there were no issued or outstanding awards classified as share-based payments under the Plan or the Founders' Award.

Determination of Fair Value of Options and Warrants

In June 2021, the liability-classified warrants issued in November 2020 were modified to additionally allow net-share settlement in the event of the holder’s employment termination. The Company has the right to choose between settlement on a net-share or net-cash basis. Accordingly, effective in June 2021, the warrants qualified for recognition as an equity instrument. The carrying value of the warrant liability of $869 was reclassified as equity at the modification date.

As of modification date, the fair value per share for these warrants of EUR 3.66 was determined using the Black-Scholes model with the main data inputs being volatility of 60%, an expected life of 3.4 years and an annual risk-free interest rate of 0.51%. The exercise price for these warrants is EUR 3.01 per share.

In July 2021, the Company granted options for 4,056,770 shares subject to performance vesting under the Founders' Award. Each option is divided in twelve tranches subject to different market capitalization thresholds. Holders are required to hold exercise shares for a period of three years ("holding period") after the exercise date. The share options tranches were valued individually using Monte Carlo simulations with the main input data being volatility of 55%, risk free rate of 1.24%, holding restriction discount of 20% and expected weighted average time to vest is 6.62 years. The exercise price for each tranche is $8.00 per share. The weighted average fair value was determined at $1.92 per share as at measurement date. As of September 30, 2021 the performance conditions were not achieved for any of the tranches.

Share-based Payment Expense

 

(in thousands)		THREE MONTHS ENDED SEPTEMBER 30, 2021				NINE MONTHS ENDED SEPTEMBER 30, 2021
Equity classified share options and warrants    expense			402				743
Liability classified warrants' expense			—				723
Share-based payment expense			402				1,466

 

F-12

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12. BORROWINGS

As of September 30, 2021 and December 31, 2020, the non-current and current borrowings are as follows:

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Non-current			5,919				5,937
Current			—				23
Total			5,919				5,960

 

As of September 30, 2021 and December 31, 2020, the total outstanding borrowings are as follows:

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Term loan			5,919				5,960

 

As at January 1, 2020, the Company had outstanding EUR-denominated senior secured bonds with nominal amount EUR 16,000 ($17,974) and carried at fair value of USD 18,242. In March 2020, the Group repurchased a portion of its Euro-denominated senior secured bonds with a nominal amount (including accrued interest) of EUR 4,364 ($4,910 for the nine months ended September 30, 2020), in exchange for a cash payment of EUR 3,123 ($3,444 for the nine months ended September 30, 2020) and subsequently cancelled the purchased bonds. For the three and nine months ended September 30, 2020, the Company paid interest of Nil and $677 respectively on the remaining outstanding EUR-denominated senior secured bonds, which were fully redeemed as of December 31, 2020.

For the three months ended September 30, 2020, total “Fair value movements” amounted to a loss of $411 related to the remeasurement to fair value of the remaining outstanding bonds using market quoted prices.

For the nine months ended September 30, 2020, total “Fair value movements” amounted to a gain of $1,810 related to the remeasurement to fair value of the remaining outstanding bonds using market quoted prices.

In June 2020, the Group received $180 under an unsecured loan granted under the Payment Protection Plan program authorized by the United States government in response to the novel coronavirus (“COVID-19”) pandemic, as part of the CARES Act. The loan was repayable in monthly instalments from April 2021 to May 2022, bore interest at 1% per annum and could be forgiven to the extent proceeds of the loan were used for eligible expenditures, such as payroll and other expenses described in the CARES Act. The loan was forgiven in May 2021. As the Group reasonably believed that it would meet the terms for forgiveness, the loan was accounted for as a grant related to income and initially recognized as a deferred income liability. Subsequent to initial recognition, the Company reduced the liability, with the offset presented as a reduction of the related expense (i.e., payroll related costs) during the year ended December 31, 2020.

In December 2020, the Group entered into a term loan agreement with an investor, pursuant to which it borrowed $6,000 bearing an interest rate of 8% and due in December 2022, which was used, in part, to redeem the remaining outstanding senior secured bonds due in 2021. The term loan is accounted for at amortized cost using the effective interest method. The transaction costs directly attributable to the issuance were $66 and are capitalized as part of the initial carrying amount of the term loan and subsequently amortized into profit or loss over its term through the application of the effective interest method. For the three and nine months ended September 30, 2021, the Group paid interest of $243 and $364,respectively, on the term loan.

F-13

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13. TRADE AND OTHER PAYABLES

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Trade payables(i)			952				521
Accruals			1,512				1,447
Indirect taxes			323				225
Liability classified warrants			—				151
Other payables			208				84
			2,995				2,428

 

The liability classified warrants were reclassified to equity in June 2021 as a result of a modification to the warrants (see Note 11).

14. DEFERRED TAX

Deferred tax assets and liabilities are offset when they relate to the same fiscal authority, and there is a legally enforceable right to offset current tax assets against current tax liabilities.

The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position:

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Deferred tax asset to be recovered after more than 12 months			7,323				5,778
Deferred tax liability to be paid after more than 12 months			—				—
			7,323				5,778

 

The change in the deferred income tax account is as follows:

 

		NINE MONTHS ENDED SEPTEMBER 30,				YEAR ENDED DECEMBER 31,
		2021				2020
Deferred tax asset at the beginning of the period			5,778				—
Credited to the consolidated statement of comprehensive    income			1,933				5,377
Translation differences			(388	)			401
Deferred tax asset at the end of the period			7,323				5,778

 

Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance is comprised of the following:

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Intangible assets			6,644				4,956
Trading losses and other allowances			679				822
Net deferred tax assets			7,323				5,778

 

At September 30, 2021, the Group had unutilized trading losses and other allowances of $27,263 of which $13,794 were not recognized based on management’s performance projections for 2021 – 2026 and the related ability to utilize the tax losses. The resulting deferred tax asset of $679 is based on the deductions allowed by Article 14(1)(m) of the Malta Income Tax Act. At September 30, 2021, the Group had unutilized capital allowances of $98,327 related to the transferred intangible assets, of which $45,178 were not recognized based on management’s performance projections for 2021 – 2026 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $6,644.

F-14

---

 

At December 31, 2020, the Group had unutilized trading losses and other allowances of $25,458 of which $9,011 were not recognized based on management’s performance projections for 2021 – 2025 and the related ability to utilize the tax losses. The resulting deferred tax asset of $822 is based on the deductions allowed by Article 14(1)(m) of the Malta Income Tax Act. At December 31, 2020, the Group had unutilized capital allowances of $79,296 related to the transferred intangible assets, of which $39,645 were not recognized based on management’s performance projections for 2021 – 2025 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of $4,956.

15. REVENUE

Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.

The Group presents revenue as disaggregated by market based on the location of the end user as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
U.K. and Ireland		$	4,483			$	4,311			$	16,165			$	10,409
Other Europe			2,718				1,162				8,540				2,953
North America			2,270				1,081				5,330				2,576
Rest of the world			652				852				1,997				1,775
Total revenues		$	10,123			$	7,406			$	32,032			$	17,713

 

The Group presents disaggregated revenue by monetization type as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Hybrid commission		$	2,808			$	3,847			$	12,681			$	9,181
Revenue share commission			829				794				2,852				2,304
CPA commission			5,455				2,535				13,389				5,776
Other revenue			1,031				230				3,110				452
Total revenues		$	10,123			$	7,406			$	32,032			$	17,713

 

The Group also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type is as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Casino		$	7,965			$	6,354			$	27,166			$	15,289
Sports			2,076				858				4,419				2,050
Other			82				194				447				374
Total revenues		$	10,123			$	7,406			$	32,032			$	17,713

 

F-15

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16. OPERATING EXPENSES

Sales and marketing expenses

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Wages, salaries, benefits and social security costs			2,179				964				5,566				3,028
External marketing expenses			512				238				1,238				942
Amortization of intangible assets			452				474				1,378				1,320
Share-based payments			135				—				438				—
Other			309				114				815				371
Total sales and marketing expenses			3,587				1,790				9,435				5,661

 

Technology expenses

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Wages, salaries, benefits and social security costs			913				601				2,310				1,525
Depreciation of property and equipment			8				3				16				10
Amortization of intangible assets			27				7				68				26
Other			175				52				363				144
Total technology expenses			1,123				663				2,757				1,705

 

General and administrative expenses

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Wages, salaries, benefits and social security costs			1,101				1,037				2,939				2,187
Share-based payments			267				—				1,028				—
Depreciation of property and equipment			34				28				108				80
Amortization of right-of-use assets			64				40				231				167
Short term leases			72				56				242				166
Legal and consultancy fees			815				209				1,701				370
Non-recurring accounting and legal fees related to    offering			76				—				974				—
Non-recurring employees’ bonuses related to   offering			—				—				1,097				—
Other			549				32				817				377
Total general and administrative expenses			2,978				1,402				9,137				3,347

 

17. FINANCE INCOME AND FINANCE EXPENSES

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Finance income			884				13				1,436				328
Finance expenses			(591	)			(468	)			(1,352	)			(1,636	)
Net finance income (expenses)			293				(455	)			84				(1,308	)

 

Finance income of the Group is mainly comprised of translation gains of balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency.

F-16

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Finance expenses for the three months ended September 30, 2021 is comprised of $118 of interest expense on the term loan, $47 of interest expense on lease liabilities, $400 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $26 related to other finance charges.

Finance expenses for the three months ended September 30, 2020 is comprised of $365 of interest expense on senior secured bonds due in 2021, $36 of interest expense on lease liabilities, $59 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $8 related to other finance charges.

Finance expenses for the nine months ended September 30, 2021 is comprised of $360 of interest expense on the term loan, $144 of interest expense on lease liabilities, $770 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $78 related to other finance charges.

Finance expenses for the nine months ended September 30, 2020 is comprised of $1,164 of interest expense on senior secured bonds due in 2021, $130 of costs to repurchase warrants, $131 of interest expense on lease liabilities, $186 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $25 related to other finance charges.

18. BASIC AND DILUTED INCOME PER SHARE

Basic income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the quarter.

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Net income for the period attributable to the    equity holders			4,675				2,303				11,586				6,610
Weighted-average number of ordinary shares, basic			32,364,114				27,570,812				29,830,319				27,486,143
Net income per share attributable to    ordinary shareholders, basic			0.14				0.08				0.39				0.24
Net income for the period attributable to the    equity holders			4,675				2,303				11,586				6,610
Weighted-average number of ordinary shares, diluted			36,184,575				30,666,166				33,640,305				30,725,252
Net income per share attributable to    ordinary shareholders, diluted			0.13				0.08				0.34				0.22

 

For disclosures regarding the number of outstanding shares, see Note 8.

19. INCOME TAX

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Current tax charge			91				306				1,200				653
Deferred tax credit (Note 14)			(2,072	)			—				(1,933	)			—
			(1,981	)			306				(733	)			653

 

F-17

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The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the applicable tax rate of 5% as follows:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Income before tax			2,694				2,609				10,853				7,263
Tax expense at 5%			135				130				543				363
Tax effects of:
Disallowed expenses			(95	)			24				151				70
Income not subject to tax			—				17				—				(90	)
Movements in temporary differences			(855	)			(52	)			(934	)			(83	)
Income subject to other tax rates			(1,166	)			182				(497	)			391
Other			—				5				4				2
			(1,981	)			306				(733	)			653

 

20. RELATED PARTY TRANSACTIONS

All significant shareholders and other companies controlled or significantly influenced by the shareholders, and all members of the key management personnel of the Group are considered by the Board of Directors to be related parties.

Directors’ and key management emoluments

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including Directors. Compensation paid or payable to key management was comprised of the following:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Salaries and remuneration to key    management and executive directors			648				221				2,663				539
Non-executive directors’ fees			86				40				358				114
			734				261				3,021				653

 

The emoluments paid to the Directors during the three months ended September 30, 2021 and 2020 amounted to $542 and $126, respectively. The emoluments paid to the Directors during the nine months ended September 30, 2021 and 2020 amounted to $874 and $348, respectively.

The following transactions were carried out with related parties:

 

		THREE MONTHS ENDED SEPTEMBER 30,								NINE MONTHS ENDED SEPTEMBER 30,
		2021				2020				2021				2020
Expenses
Remuneration paid as consultancy fees			290			172					1,302			361
Share-based payments			258				—				980				—
Salaries and wages			186			58					482			203
Other expenses			5				4				13				10
			739			234					2,777			574

 

As at September 30, 2021 and December 31, 2020, the balance outstanding to related parties was $80 and $25, respectively.

F-18

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As at September 30, 2021 and December 31, 2020, the following options and warrants were held by related parties:

 

		AS AT SEPTEMBER 30,				AS AT DECEMBER 31,
		2021				2020
Key management and executive directors			6,216,514				1,909,744

 

During the nine months ended September 30, 2021, 200,000 warrants held by an executive that were not previously included within related parties’ holdings were included as a result of a change in role included within key management.

 

In July 2021 the Company granted 4,056,770 share options under the Founders' Award (Note 11).

21. EVENTS AFTER THE REPORTING PERIOD

There were no significant events after the reporting date.

F-19

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Third Quarter 2021 Financial Results Call November 18, 2021 CONFIDENTIAL & PRIVATE

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This presentation and the accompanying oral presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events.. All statements other than statements of historical facts contained in this presentation, including statements regarding when jurisdictions in North America or elsewhere may launch online iGaming or sports betting and/or when affiliate marketing will be permitted in those states, how many M&A transactions we can execute in any given year, if any, our 2021 – 2023 financial targets, fiscal 2021 outlook, and future results of operations and financial position, whether we can sustain our organic growth and make accretive acquisitions, industry dynamics, business strategy and plans and our objectives for future operations, are forward-looking statements. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Such risks include our ability to manage expansion into the U.S. markets and other markets; compete in our industry; our expectations regarding our financial performance, including our revenue, costs, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow; the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs; mitigate and address unanticipated performance problems on our websites, or platforms; attract, retain, and maintain good relations with our customers; anticipate market needs or develop new or enhanced offerings and services to meet those needs; stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the U.S. and internationally and our expectations regarding various laws and restrictions that relate to our business; anticipate the effects of existing and developing laws and regulations, including with respect to taxation, and privacy and data protection that relate to our business; obtain and maintain licenses or approvals with gambling authorities in the U.S.; effectively manage our growth and maintain our corporate culture; identify, recruit, and retain skilled personnel, including key members of senior management; our ability to successfully identify, manage, consummate and integrate any existing and potential acquisitions; our ability to maintain, protect, and enhance our intellectual property; our intended use of the net proceeds from this offering; our ability to manage the increased expenses associated and compliance demands with being a public company; our ability to maintain our foreign private issuer status; and other important risk factors discussed under the caption “Risk Factors” in Gambling.com Group’s prospectus pursuant to Rule 424(b) filed with the US Securities and Exchange Commission (“SEC”) on July 23, 2021. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements included in this presentation are made only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor our advisors nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Neither we nor our advisors undertake any obligation to revise, supplement or update any forward-looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations, even if new information becomes available in the future, except as may be required by law. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. Unless otherwise indicated, information contained in this presentation concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us. Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation. The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Non-IFRS Financial Measures Management uses several financial measures, both IFRS and non-IFRS financial measures, in analyzing and assessing the overall performance of the business and for making operational decisions. EBITDA is a non-IFRS financial measure defined as earnings excluding net finance costs, income tax charge, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business. Adjusted EBITDA Margin is a non-IFRS measure defined as Adjusted EBITDA as a percentage of revenue. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are useful to our management as a measure of comparative operating performance from period to period as they remove the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events. While we use EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as compared to IFRS results are that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may exclude financial information that some investors may consider important in evaluating our performance.   Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX. We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.   Adjusted figures represent non-IFRS information. See the tables at the end of this presentation for an explanation of the adjustments and reconciliations to the comparable numbers. Safe Harbor Statement

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Q3 and Company Highlights 4 Market Developments 5 Capital Allocation 6 Q3 Financial Results 7 YTD Financial Results 8 2021-2023 Financial Targets 9 2021 Outlook 10 AGENDA CONFIDENTIAL & PRIVATE

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Q3 and Company Highlights Total revenue of $10.1 million grew 37% compared to $7.4 million the prior year Net income of $4.7 million, or $0.13 per diluted share, compared to $2.3 million, or $0.08 per diluted share, in the prior year Adjusted EBITDA(1) of $3.5 million decreased 14% compared to $4.0 million in the prior year, representing an Adjusted EBITDA margin of 34% Free cash flow (2) of $0.8 million decreased 81% compared to $3.9 million in the prior year due to expenses related to the public offering Completed successful public listing of common shares on the NASDAQ Global Market under the ticker symbol “GAMB” Launched BetArizona.com in time for the NFL season to provide Arizonan sports betting fans with comprehensive, state-specific gambling options Launched Marylandbets.com in Maryland and casinosource.nl and gambling.com/nl in The Netherlands September was the best month in Company history and U.S. revenues finished above internal expectations Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers. Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.

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Market Developments North America Added additional domains in select states to our portfolio to prepare for future expected U.S. launches Connecticut online casino and sports betting live as of October 12th; Louisiana began issuing licenses and granting waivers for affiliates to do business – online expected to launch in early 2022 New York regulators have approved nine sportsbooks to launch online sports betting in time for Super Bowl LVI Florida’s went live November 2nd with one operator and without affiliates; we expect affiliate revenue in the future. Ontario expected to launch in early 2022 Europe Netherlands online casino and sports betting live as of October 22nd; we believe we will see the financial benefit in 2022 German Interstate Treaty live as of July 1st ; we have seen revenue volatility and lower NDC values as a result of legal uncertainties and regulatory restrictions

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Capital Allocation We continue to invest in our product portfolio and technology platform yet remain highly profitable We are not reliant on external financing for organic growth and free cash flow provides financing for inorganic growth Organic Investment Asset Acquisitions M&A We routinely purchase high-quality domain names and small websites to expand our online footprint and support future organic growth This is not included in our M&A guidance and strategy Aim to execute an average of 1-2 deals per year Preferred target size range of $20-50 million Seeking under-monetized and under-optimized digital media assets Capital allocations efforts are focused on expanding in the U.S., growing our share in more mature and developed markets, and entering new markets where and when new regulations come online

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Q3 2021 Q3 2020 Change Revenue (millions) $10.1 $7.4 +37% Operating Expense (millions) ($7.7) ($3.9) +96% Operating Profit (millions) $2.4 $3.5 (31%) Net Income (millions) $4.7 $2.3 +103% Net Income per Diluted Share $0.13 $0.08 +63% Adjusted EBITDA (millions) $3.5 $4.0 (14%) Adjusted EBITDA margin (% of Revenue) 34% 54% NM(1) Cash from Operations (millions) $1.4 $4.0 (65%) Capital Expenditures (millions) $0.6 $0.1 NM(1) Free Cash Flow (millions) $0.8 $3.9 (81%) New Depositing Customers (thousands) 27 28 (3%) NM = not meaningful 1) Q3 2021 Financial Results (unaudited)

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YTD 2021 YTD 2020 Change Revenue (millions) $32.0 $17.7 +81% Operating Expense (millions) ($21.3) ($11.0) +94% Operating Profit (millions) $10.8 $6.8 +59% Net Income (millions) $11.6 $6.6 +75% Net Income per Diluted Share $0.34 $0.22 +54% Adjusted EBITDA (millions) $16.1 $8.5 +89% Adjusted EBITDA margin (% of Revenue) 50% 48% NM(1) Cash from Operations (millions) $12.9 $7.4 +75% Capital Expenditures (millions) $2.6 $0.1 N/M(1) Free Cash Flow (millions) $10.3 $7.3 +41% New Depositing Customers (thousands) 89 69 +29% YTD 2021 Financial Results (unaudited) NM = not meaningful 1)

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Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers. Leverage is defined as Net Debt as a proportion of Adjusted EBITDA. Net Debt is defined as Borrowings less Cash and Cash Equivalents 2021-2023 Financial Targets Average total revenue growth expected to exceed 40% In respect of our European business, plan to grow faster than the European gambling market over a business cycle In respect of the United States, plan to take market share and be a significant actor in the market over the long-term Growth Margin Average Adjusted EBITDA margin(1) expected to exceed 40% Adjusted EBITDA margin may deviate from the target short-term due to heavy investments into U.S. expansion Leverage(2) Net debt(3) of under 2.5 times Adjusted EBITDA Cash and cash equivalents of $53.2 million and Borrowings of $5.9 million as of September 30, 2021 > 40% Adj. EBITDA Margin > 40% Avg. Revenue Growth < 2.5x Net Debt

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FY 2021 Outlook Expected to exceed > 40% year-on-year Revenue growth target for FY 2021 Expected to achieve ≥ 40% Adjusted EBITDA(1) margin target for FY 2021 Outlook does not consider potentially incurring further borrowings in FY 2021 Outlook does not consider any consolidated revenue from potential M&A in FY 2021 Q1 and Q4 are typically seasonally stronger quarters Focused on increasing penetration of U.S. market, gaining share in current footprint of regulated European markets as well as newly regulated Canadian markets Adjusted figures represent non-IFRS information. See “Non-IFRS Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable IFRS numbers.

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CONFIDENTIAL & PRIVATE Appendix:Financial Tables

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Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD in thousands) THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2021 2020 2021 2020 Revenue 10,123 7,406 32,032 17,713 Sales and marketing expenses (3,587 ) (1,790 ) (9,435 ) (5,661 ) Technology expenses (1,123 ) (663 ) (2,757 ) (1,705 ) General and administrative expenses (2,978 ) (1,402 ) (9,137 ) (3,347 ) Allowance for credit losses (34) (76 ) 66 (239 ) Operating profit 2,401 3,475 10,769 6,761 (Losses) gains on financial liability at fair value through profit or loss — (411 ) — 1,810 Finance income 884 13 1,436 328 Finance expense (591 ) (468 ) (1,352 ) (1,636 ) Income before tax 2,694 2,609 10,853 7,263 Income tax credit (charge) 1,981 (306 ) 733 (653 ) Net income for the period attributable to the equity holders 4,675 2,303 11,586 6,610 Other comprehensive income Exchange differences on translating foreign currencies (1,785 ) 784 (2,987 ) 750 Total comprehensive income for the period attributable to the equity holders 2,890 3,087 8,599 7,360 Net income per share attributable to ordinary shareholders, basic 0.14 0.08 0.39 0.24 Net income per share attributable to ordinary shareholders, diluted 0.13 0.08 0.34 0.22

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Condensed Consolidated Statements of Financial Position (Unaudited) (USD in thousands)     SEPTEMBER 30,2021     DECEMBER 31,2020   ASSETS             Non-current assets             Property and equipment     535       515   Intangible assets     23,073       23,560   Right-of-use assets     1,564       1,799   Deferred tax asset     7,323       5,778   Total non-current assets     32,495       31,652   Current assets             Trade and other receivables     5,993       5,506   Cash and cash equivalents     53,160       8,225   Total current assets     59,153       13,731   Total assets     91,648       45,383   EQUITY AND LIABILITIES             Equity             Share capital     —       64   Capital reserve     55,895       19,979   Share options and warrants reserve     1,908       296   Foreign exchange translation reserve     (457 )     2,530   Retained earnings     22,929       11,343   Total equity     80,275       34,212   Non-current liabilities             Borrowings     5,919       5,937   Lease liability     1,365       1,562   Total non-current liabilities     7,284       7,499   Current liabilities             Trade and other payables     2,995       2,428   Borrowings and accrued interest     —       23   Lease liability     405       413   Income tax payable     689       808   Total current liabilities     4,089       3,672   Total liabilities     11,373       11,171   Total equity and liabilities     91,648       45,383  

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD in thousands)     THREE MONTHS ENDEDSEPTEMBER 30,   NINE MONTHS ENDEDSEPTEMBER 30,     2021   2020   2021   2020 Cash flow from operating activities                 Income before tax   2,694   2,609   10,853   7,263 Finance (income) expenses, net   (293)   455   (84)   1,308 Losses (gains) on financial instruments valuation   —   411   —   (1,810) Adjustments for non-cash items:                 Depreciation and amortization   585   552   1,801   1,603 Movements in credit loss allowance   34   76   (66)   239 Other write offs   87   —   87   — Share option charge   402   —   1,466   — Cash flows from operating activities before changes in working capital   3,509   4,103   14,057   8,603 Changes in working capital                 Trade and other receivables   503   60   (741)   (1,081) Trade and other payables   (1,903)   11   807   51 Income tax paid   (728)   (206)   (1,264)   (206) Cash flows generated by operating activities   1,381   3,968   12,859   7,367 Cash flows from investing activities                 Acquisition of property and equipment   (62)   (51)   (227)   (68) Acquisition of intangible assets   (565)   —   (2,359)   — Cash flows used in investing activities   (627)   (51)   (2,586)   (68) Cash flows from financing activities                 Issue of ordinary shares and share warrants   41,922   —   41,922   630 Equity issue costs   (6,070)   —   (6,070)   (40) Repayment of notes and bonds   —   —   —   (3,444) Interest paid   (243)   —   (364)   (677) Warrants repurchased   —   —   —   (129) Principal paid on lease liability   (64)   (76)   (159)   (151) Interest paid on lease liability   (47)   (46)   (143)   (145) Cash flows generated from (used in) financing activities   35,498   (122)   35,186   (3,956) Net movement in cash and cash equivalents   36,252   3,795   45,459   3,343 Cash and cash equivalents at the beginning of the period   17,168   6,958   8,225   6,992 Net foreign exchange differences on cash and cash equivalents   (260)   98   (524)   516 Cash and cash equivalents at the end of the period   53,160   10,851   53,160   10,851

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Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation n/m = not meaningful THREE MONTHS ENDED SEPTEMBER 30, CHANGE NINE MONTHS ENDED SEPTEMBER30, CHANGE 2021 2020 $ % 2021 2020 $ % (in thousands USD, unaudited) (in thousands USD, unaudited) Net income for the period attributable to the equity holders $ 4,675 $ 2,303 2,372 103% $ 11,586 $ 6,610 4,976 75 % Add Back: Net finance (income) costs(1) (293) 866 (1,159) (134) % (84) (502) 418 (83) % Income tax (credit) charge (1,981) 306 (2,287) (747) % (733) 653 (1,386) (212) % Depreciation expense 42 31 11 35 % 124 90 34 38 % Amortization expense 543 521 22 4 % 1,677 1,513 164 11 % EBITDA $ 2,986 $ 4,027 (1,041) (26) % $ 12,570 $ 8,364 4,206 50 % Share-based payments 402 — 402 100 % 1,466 — 1,466 100 % Non-recurring accounting and legal fees related to the offering 76 — 76 100 % 974 — 974 100 % Non-recurring employees' bonuses related to the offering — — — — 1,097 — 1,097 100 % Non-recurring related to lease termination — — — — — 155 (155) (100) % Adjusted EBITDA $ 3,464 $ 4,027 $ (563) (14) % $ 16,107 $ 8,519 $ 7,588 89 % Net finance (income) costs is comprised of gains/losses on financial liability at fair value through profit or loss, finance income, and finance expense. THREE MONTHS ENDED SEPTEMBER 30, CHANGE NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2021 2020 $ % 2021 2020 $ % (in thousands USD, unaudited) (in thousands USD, unaudited) Revenue $ 10,123 $ 7,406 2,717 37 % $ 32,032 $ 17,713 14,319 81% Adjusted EBITDA $ 3,464 $ 4,027 (563) (14) % $ 16,107 $ 8,519 7,588 89% Adjusted EBITDA Margin 34 % 54 % n/m n/m 50 % 48 % n/m n/m

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Free Cash Flow Reconciliation Earnings Per Share n/m = not meaningful     THREE MONTHS ENDEDSEPTEMBER 30,   NINE MONTHS ENDEDSEPTEMBER 30,     2021   2020   2021   2020     (in thousands USD, except for share and per share data, unaudited) Net income for the period attributable to the equity holders   4,675   2,303   11,586   6,610 Weighted-average number of ordinary shares, basic   32,364,114   27,570,812   29,830,319   27,486,143 Net income per share attributable to ordinary shareholders, basic   0.14   0.08   0.39   0.24 Net income for the period attributable to the equity holders   4,675   2,303   11,586   6,610 Weighted-average number of ordinary shares, diluted   36,184,575   30,666,166   33,640,305   30,725,252 Net income per share attributable to ordinary shareholders, diluted   0.13   0.08   0.34   0.22     THREE MONTHS ENDEDSEPTEMBER 30,   CHANGE   NINE MONTHS ENDEDSEPTEMBER 30,   CHANGE     2021   2020   $   %   2021   2020   $   %     (in thousands USD,unaudited)           (in thousands USD,unaudited)         Cash flows generated by operating activities   $1,381   $3,968   (2,587)   (65)%   $12,859   $7,367   5,492   75% Capital Expenditures   (627)   (51)   (576)   n/m   (2,586)   (68)   (2,518)   n/m Free Cash Flow   $754   $3,917   (3,163)   (81)%   $10,273   $7,299   $2,974   41%