GMGI Golden Matrix Group Inc

Golden Matrix Group Inc. (NASDAQ: GMGI) (“GMGI” or “the Company”) announces that on 1st October 2024, the Company passed its fifth amendment to the initial share purchase agreement (the “Share Purchase Agreement”) with Meridianbet in connection with the Company’s previous acquisition of Meridianbet earlier this year.

Under the current Purchase Agreement, Golden Matrix is obligated to pay Aleksandar Milovanović, Zoran Milošević and Snežana Božović (the “Sellers”) additional sums of cash and Golden Matrix Common Stock within five business days following October 9, 2024.

As of 1st October 1, 2024, the Share Purchase Agreement was amended to reflect that the cash component shall be paid to each of the Sellers as follows:

• Milovanović – 40% of the total post-closing cash consideration due to Milovanović shall be satisfied in shares of Golden Matrix Common Stock and the remaining contingent post-closing cash consideration shall be deferred until at least November 9, 2024.
• Milošević – 40% of the total post-closing cash consideration due to Milosevic shall be satisfied in shares of Golden Matrix Common Stock and the remaining contingent post-closing cash consideration shall be payable at the rate of USD$50,000 per month, on each of October 1, 2024, November 1, 2024 and December 1, 2024.
• Božović – 20% of the total of the post-closing cash consideration due to Božović shall be satisfied in shares of Golden Matrix Common Stock and the remaining contingent post-closing cash consideration shall be payable at the rate of USD$50,000 per month, on each of October 1, 2024 and November 1, 2024.

These conversions from contingent cash payments to Golden Matrix Common Stock aligns the interests of key stakeholders with GMGI’s long-term prospects for further growth and overall continued success. Moreover, it is expected to provide GMGI with enhanced financial flexibility as it continues to focus on its various strategic initiatives and expansion efforts.

About Golden Matrix Group

Golden Matrix Group, based in Las Vegas, NV, is a leading B2B and B2C gaming technology company utilizing proprietary technology and operating globally across multiple international markets. The B2B division of Golden Matrix develops and licenses branded gaming platforms for its extensive list of clients, and RKings, its B2C division, operates a high-volume eCommerce site enabling end users to enter paid-for competitions on its proprietary platform in authorized markets.

About Meridianbet

Founded in 2001 and acquired by Golden Matrix in April 2024, Meridianbet Group is a well-established online sports betting and gaming group, licensed and/or currently operating in 17 jurisdictions across Europe, Africa, and South America. Meridianbet’s successful business model utilizes proprietary technology and scalable systems, thus allowing it to operate in multiple countries and currencies and with an omni-channel approach to markets, including retail, desktop online, and mobile.

Forward-Looking Statements

Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the Company to obtain the funding required to pay certain Meridianbet Group acquisition post-closing obligations, the terms of such funding, potential dilution caused thereby and/or covenants agreed to in connection therewith; potential lawsuits regarding the acquisition; dilution caused by the terms of the Note and Warrant, the Company’s ability to pay amounts due under the Note and covenants associated therewith and penalties which could be due under the Note and securities purchase agreement for failure to comply with the terms thereof; the business, economic and political conditions in the markets in which the Company operates; the effect on the Company and its operations of the ongoing Ukraine/Russia conflict and the conflict in Israel, changing interest rates and inflation, and risks of recessions; the need for additional financing, the terms of such financing and the availability of such financing; the ability of the Company and/or its subsidiaries to obtain additional gaming licenses; the ability of the Company to manage growth; the Company’s ability to complete acquisitions and the availability of funding for such acquisitions; disruptions caused by acquisitions; dilution caused by fund raising, the conversion of outstanding preferred stock, convertible securities and/or acquisitions; the Company’s ability to maintain the listing of its common stock on the Nasdaq Capital Market; the Company’s expectations for future growth, revenues, and profitability; the Company’s expectations regarding future plans and timing thereof; the Company’s reliance on its management; the fact that the sellers of the Meridianbet Group hold voting control over the Company; related party relationships; the potential effect of economic downturns, recessions, increases in interest rates and inflation, and market conditions, decreases in discretionary spending and therefore demand for our products and services, and increases in the cost of capital, related thereto, among other affects thereof, on the Company’s operations and prospects; the Company’s ability to protect proprietary information; the ability of the Company to compete in its market; the effect of current and future regulation, the Company’s ability to comply with regulations and potential penalties in the event it fails to comply with such regulations and changes in the enforcement and interpretation of existing laws and regulations and the adoption of new laws and regulations that may unfavorably impact our business; the risks associated with gaming fraud, user cheating and cyber-attacks; risks associated with systems failures and failures of technology and infrastructure on which the Company’s programs rely; foreign exchange and currency risks; the outcome of contingencies, including legal proceedings in the normal course of business; the ability to compete against existing and new competitors; the ability to manage expenses associated with sales and marketing and necessary general and administrative and technology investments; and general consumer sentiment and economic conditions that may affect levels of discretionary customer purchases of the Company’s products, including potential recessions and global economic slowdowns. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this press release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved.

Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly-filed reports, including, but not limited to, under the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended October 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended January 31, 2024, and future periodic reports on Form 10-K and Form 10 Q. These reports are available at www.sec.gov.

ICR:Brett Milottebrett.milotte@icrinc.com

Attachment

• Golden Matrix Group Inc,