UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 9, 2025
Golden Matrix Group, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
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001-41326 |
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46-1814729 |
(State or other jurisdiction of incorporation or organization) |
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(Commission file number) |
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(IRS Employer Identification No.) |
3651 Lindell Road, Suite D131
Las Vegas, NV 89103
(Address of principal executive offices)(zip code)
Registrant’s telephone number, including area code: (702) 318-7548
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.00001 Par Value Per Share |
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GMGI |
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The NASDAQ Stock Market LLC (The NASDAQ Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital
As previously disclosed in the Current Report on Form 8-K filed by Golden Matrix Group, Inc. (the “Company”, “Golden Matrix”, “we” and “us”) with the Securities and Exchange Commission (the “SEC”) on April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the “Purchase Agreement”) with Aleksandar Milovanović (“Milovanović”), Zoran Milošević (“Milošević”) and Snežana Božović (“Božović”, and collectively with Milovanović and Milošević, the “Sellers”), the former owners of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (“Meridian Serbia”); Društvo Sa Ograničenom Odgovornošću “Meridianbet” Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, the “Meridian Companies”). Pursuant to the Purchase Agreement, on April 9, 2024 (the “Closing Date”), and effective on April 1, 2024, we acquired 100% of the Meridian Companies.
As part of the consideration for the acquisition, we agreed to pay the Sellers, among other consideration, a total of $10,000,000 twelve (12) months after the Closing Date (the “Non-Contingent Post-Closing Cash Consideration”).
On, and effective on, April 9, 2025, we and the Sellers entered into a Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the “Sixth Amendment”), which amended the Purchase Agreement to (a) confirm that $179,540 of the Non-Contingent Post-Closing Cash Consideration had already paid by the Company subsequent to the Closing Date and prior to April 9, 2025; (b) provide that a total of: (i) $9,445,460 of Non-Contingent Post-Closing Cash Consideration owed to Milovanović (i.e., the entire remaining amount of the Non-Contingent Post-Closing Cash Consideration owed to Milovanović) would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and Milovanović on or around April 9, 2025 (the “First Post-Closing Cash Conversion Agreement”), and (ii) provide that $100,000 owed to Milošević and $25,000 owed to Božović would be converted into common stock of the Company, pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Company and Milošević and Božović on or around April 9, 2025 (the “Second Post-Closing Cash Conversion Agreement”, and together with the First Post-Closing Cash Conversion Agreement, the “Post-Closing Cash Conversion Agreements”); and (c) provide that the remaining unpaid amount of the Non-Contingent Post-Closing Cash Consideration owed to Milošević ($150,000) and Božović ($100,000) would be due and payable by the Company on or before October 9, 2025.
Post-Closing Cash Consideration Conversion Agreements
Also on April 9, 2025, the Company entered into the First Post-Closing Cash Conversion Agreement with Milovanović and the Second Post-Closing Cash Conversion Agreement with Milošević and Božović.
Pursuant to the First Post-Closing Cash Conversion Agreement, the Company and Milovanović agreed to convert an aggregate of $9,445,460 of Non-Contingent Post-Closing Cash Consideration payable to Milovanović by the Company pursuant to the terms of the Purchase Agreement, into 4,843,826 shares of common stock of the Company, based on a conversion price of $1.95 per share.
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Pursuant to the Second Post-Closing Cash Conversion Agreement (a) Milošević agreed to convert an aggregate of $100,000 of the Non-Contingent Post-Closing Cash Consideration payable to Milošević by the Company pursuant to the terms of the Purchase Agreement into 50,000 shares of common stock of the Company, and (b) Božović agreed to convert an aggregate of $25,000 of the Non-Contingent Post-Closing Cash Consideration payable to Božović by the Company pursuant to the terms of the Purchase Agreement into 12,500 shares of common stock of the Company, each based on a conversion price of $2.00 per share, which was greater than the consolidated closing bid price of the Company’s common stock on the date the agreement became binding on all parties.
Collectively, the shares of common stock issuable to the Sellers pursuant to the Post-Closing Cash Conversion Agreements, the “Post-Closing Cash Conversion Shares”.
Pursuant to the Post-Closing Cash Conversion Agreements, which included customary representations and warranties of the parties, the Sellers agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of the portions of the Non-Contingent Post-Closing Cash Consideration payable to such persons.
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The foregoing description of the Sixth Amendment and Post-Closing Cash Conversion Agreements, is not complete and is subject to, and qualified in its entirety by reference to the Sixth Amendment and Post-Closing Cash Conversion Agreements, attached hereto as Exhibits 2.7, 10.1 and 10.2, respectively, which are incorporated in this Item 1.01 by reference in their entirety.
Item 3.02. Unregistered Sales of Equity Securities.
The information and disclosures set forth in Item 1.01 above are incorporated into this Item 3.02 by reference in their entirety.
The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Post-Closing Cash Conversion Shares, since the offer and sale of such securities did not involve a public offering and the recipients were “accredited investors”. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Item 7.01. Regulation FD Disclosure.
On April 14, 2025, the Company issued a press release disclosing the conversion of the Non-Contingent Post-Closing Cash Consideration into the Post-Closing Cash Conversion Shares, as discussed above.
A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated into this Item 7.01 by reference.
The information contained in, or incorporated into, this Item 7.01 of this Current Report, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
# Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Golden Matrix Group, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
£ Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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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, hereunto duly authorized.
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GOLDEN MATRIX GROUP, INC. |
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Date: April 14, 2025 |
By: |
/s/ Anthony Brian Goodman |
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Anthony Brian Goodman |
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Chief Executive Officer |
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EXHIBIT 2.7
SIXTH AMENDMENT TO
AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT
OF SHARE CAPITAL
This Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated and effective April 9, 2025 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 20231, as amended by the (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 20232; (ii) the Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 20243; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023 4 ; (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 20245; and (v) Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated October 1, 20246 (as amended to date, including herein, the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser” or “Parent”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milošević, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”.
Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement.
WHEREAS, the Purchase/Sale Transaction contemplated in the Purchase Agreement closed on April 9, 2024, effective April 1, 2024;
WHEREAS, pursuant to Section 2.1.5 of the Purchase Agreement as in effect through and including the Fifth Amendment thereto (as specified above), the additional sum of Ten Million Dollars (USD $10,000,000) was due twelve months after the Closing Date (i.e., on April 9, 2025)(as defined in the Purchase Agreement, the 12 Month Non-Contingent Post Closing Cash Consideration (the “Post-Closing Consideration”)); and
WHEREAS, the Purchaser and the Sellers desire to enter into this Amendment to amend the Purchase Agreement on the terms and subject to the conditions set forth below to provide for the payment of a portion of the Post-Closing Consideration in shares of common stock of the Company and extension of certain other unpaid amounts due thereunder.
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1 https://www.sec.gov/Archives/edgar/data/1437925/000147793223004933/gmgi_ex22.htm
2 https://www.sec.gov/Archives/edgar/data/1437925/000147793223007193/gmgi_ex22.htm
3 https://www.sec.gov/Archives/edgar/data/1437925/000147793224000334/gmgi_ex23.htm
4 https://www.sec.gov/Archives/edgar/data/1437925/000147793224001928/gmgi_ex24.htm
5 https://www.sec.gov/Archives/edgar/data/1437925/000147793224003781/gmgi_ex25.htm
6 https://www.sec.gov/Archives/edgar/data/1437925/000147793224006129/gmgi_ex26.htm
Page 1 of 5
Sixth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other good and valuable consideration, which consideration the parties hereby acknowledge and confirm the receipt and sufficiency thereof, the parties hereto agree as follows:
1. Amendments to Purchase Agreement. Effective as of the Effective Date:
(a) Section 2.1.4 of the Purchase Agreement is amended and restated to read in its entirety as follows:
“2.1.5 The additional sum of Ten Million Dollars (USD $10,000,000) (the “12 Month Non-Contingent Post-Closing Cash Consideration”), of which:
(A) $179,540 of the 12 Month Non-Contingent Post-Closing Cash Consideration has been paid by the Purchaser subsequent to the Closing Date and prior to April 9, 2025;
(B) a total of:
(i) $9,445,460 owed to Milovanović shall be converted into Purchaser Common Stock pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Purchaser and Milovanović on or around April 9, 2025 (the “First April 2025 Debt Conversion Agreement”), and
(ii) $100,000 owed to Milošević and $25,000 owed to Božović shall be converted into Purchaser Common Stock pursuant to a separate Post-Closing Cash Consideration Conversion Agreement entered into between the Purchaser and Milošević and Božović on or around April 9, 2025 (the “Second April 2025 Debt Conversion Agreement”, and together with the First April 2025 Debt Conversion Agreement, the “April 2025 Debt Conversion Agreements”); and
(C) the remaining unpaid amount of the 12 Month Non-Contingent Post-Closing Cash Consideration owed to Milošević and Božović shall be due and payable by the Purchaser on or before October 9, 2025.”
(b) The April 2025 Debt Conversion Agreements attached as Attachment 1 to this Amendment shall be deemed Exhibit N to the Purchase Agreement.
2. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Amendment and the transactions contemplated herein.
Page 2 of 5
Sixth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
3. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:
| (a) | Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment and to consummate the transactions contemplated hereby. This Amendment constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles; |
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| (b) | The execution and delivery by such Party and the consummation of the transactions contemplated hereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such party is bound or affected; and |
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| (c) | Any individual executing this Amendment on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Amendment on behalf of such entity. |
4. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Amendment and the transactions contemplated herein.
5. Effect of Amendment. Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “Purchase Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Purchase Agreement, as applicable, as modified and amended hereby.
6. Purchase Agreement to Continue in Full Force and Effect. Except as specifically modified or amended herein, the Purchase Agreement and the terms and conditions thereof shall remain in full force and effect.
7. Entire Agreement. This Amendment sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Purchase Agreement, and this Amendment shall be read in connection with, the Purchase Agreement.
8. Assignment; Successors in Interest. No assignment or transfer by either Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.
9. Governing Law; Disputes. This Amendment shall be governed exclusively by and construed and enforced in accordance with the internal Laws of the State of Nevada without reference to its conflict of law provisions. Disputes under the Amendment shall be subject to Section 12.6 of the Purchase Agreement, which section is incorporated by reference herein.
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Sixth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
10. Severability. If any term, provision, covenant or condition of this Amendment is held by the arbitrator(s) to exceed the limitations permitted by applicable Law, as determined by such arbitrator(s) in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable Law and the Parties hereby expressly acknowledge their desire that in such event such action be taken. Notwithstanding the foregoing, the Parties further agree that if any term, provision, covenant or condition of this Amendment is held by arbitrator(s) to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired or invalidated. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.
11. No Presumption from Drafting. This Amendment has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Amendment. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Amendment, no presumption for or against any Party arising out of drafting all or any part of this Amendment will be applied in any action relating to, connected with or involving this Amendment. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Amendment against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Amendment shall be interpreted in a reasonable manner to affect the intentions of the Parties.
12. Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Amendment, said Party has fully informed itself of the terms, contents, conditions and effects of this Amendment; (b) said Party has relied solely and completely upon its own judgment in executing this Amendment; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Amendment; (d) said Party has acted voluntarily and of its own free will in executing this Amendment; and (e) this Amendment is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
13. Electronic Signatures. Except as otherwise required by applicable Law, this Amendment and any signed agreement or instrument entered into in connection with this Amendment, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail or by DocuSign, SimpliSafe, or similar software (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Amendment and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
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Sixth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written to be effective as of the Effective Date.
PURCHASER: | |||
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| Golden Matrix Group, Inc. |
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By: | /s/ Anthony Brian Goodman | ||
| Name: | Anthony B. Goodman | |
Title: | Chief Executive Officer | ||
| SELLERS: |
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| By: | /s/ Aleksandar Milovanović |
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| Name: | Aleksandar Milovanović |
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| By: | /s/ Zoran Milošević |
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| Name: | Zoran Milošević |
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| By: | /s/ Snežana Božović |
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| Name: | Snežana Božović |
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Sixth Amendment to
Amended and Restated Sale and Purchase Agreement of Share Capital
Attachment 1
[Attached]
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EXHIBIT 10.1
POST-CLOSING CASH
CONSIDERATION CONVERSION AGREEMENT
This Post-Closing Cash Consideration Conversion Agreement (this “Agreement”) dated and effective April 9, 2025 (the “Effective Date”), is by and between, Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and Aleksandar Milovanović, an individual (“Milovanović”); and a “Creditor”, each a “Party” and collectively the “Parties”.
W I T N E S S E T H:
WHEREAS, as of the date of this Agreement, the Company owes the Creditor $9,445,460 of 12 Month Non-Contingent Post-Closing Cash Consideration (as defined in the SPA)(the “Non-Contingent Cash Consideration”) pursuant to that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended by a (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023; (ii) Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023; (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 2024; (v) Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated October 1, 2024; and (vi) Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated on or around the date hereof (as amended, the “SPA” or “Purchase Agreement”);
WHEREAS, the Creditor and the Company desire to provide for the payment of the Non-Contingent Cash Consideration in shares of the Company’s restricted common stock, pursuant to the terms and conditions of this Agreement set forth below (the “Conversion”); and
WHEREAS, the Company and the Creditor desire to set forth in writing herein the terms and conditions of their agreement and understanding concerning Conversion.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
Page 1 of 8 |
1. Consideration.
(a) Effective on the Effective Date, and in consideration and in full satisfaction of:
(i) $ 9,445,460 of Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement (the “Milovanović Converted Amount”), the Company shall issue Milovanović that number of restricted shares of common stock of the Company as equals (i) the Milovanović Converted Amount, divided by (ii) the Milovanović Conversion Price (as defined below), rounded to the nearest whole share (the “Milovanović Shares”).
(b) The Shares shall be issued in book-entry/non-certificated form.
(c) For the purposes of this Agreement, “Milovanović Conversion Price” means $1.95.
2. Full Satisfaction.
The Creditor agrees that he is accepting the Shares in full satisfaction of all amounts owed under, and in connection with, his applicable Converted Amount, which is being converted into the Shares as described above and that as such, Creditor will no longer have any rights of repayment against the Company as to the amounts owed in connection with his applicable Converted Amount which is being converted into the Shares according to this Agreement.
3. Mutual Representations, Covenants and Warranties.
(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and general equitable principles.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
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(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Company or the Creditor is a party or by which the Company or the Creditor is bound or affected.
(c) The Parties hereby covenant that they will, whenever and as reasonably requested by another Party hereto, at such acting Party’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as such Party may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
(d) Any individual executing this Agreement on behalf of a Party has the authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement on behalf of such Party.
4. Representations of the Creditor.
The Creditor represents to the Company that:
(a) The Creditor is acquiring the applicable Shares for his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act,” or the “Act”) in a manner which would require registration under the Securities Act or any state securities laws. Creditor can bear the economic risk of investment in the applicable Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the applicable Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Creditor recognizes that the applicable Shares are not registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the applicable Shares is registered under the Securities Act or unless an exemption from registration is available.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
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(b) The Creditor has carefully considered and has, to the extent he believes such discussion necessary, discussed with his professional, legal, tax and financial advisors, the suitability of an investment in the applicable Shares for his/her particular tax and financial situation and his/her respective advisers, if such advisors were deemed necessary, have determined that the applicable Shares are a suitable investment for him. Creditor has not been offered the applicable Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Creditor’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Creditor has had an opportunity to ask questions of and receive satisfactory answers from Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Shares and Company, and all such questions have been answered to the full satisfaction of Creditor. Neither Company, nor any other party, has supplied Creditor any information regarding the Shares or an investment in the Shares other than as contained in this Agreement, and Creditor is relying on his/her own investigation and evaluation of Company and the Shares and not on any other information.
(c) The Creditor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form:
| ‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR TH E CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.’’ |
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(d) The Creditor hereby covenants that he/she will, whenever and as reasonably requested by the Company and at Creditor’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
Page 4 of 8 |
(e) The Creditor acknowledges that he is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Shares, and further acknowledges that the Company is entering into this Agreement with the Creditor in reliance on this acknowledgment and with Creditor’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Creditor, when making investment disposition decisions, including the decision to enter into this Agreement, and Creditor’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Creditor. Creditor hereby waives any claim, or potential claim, he/she has or may have against the Company relating to the Company’s possession of Non-Public Information. Creditor has specifically requested that the Company not provide it with any Non-Public Information. Creditor understands and acknowledges that the Company would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Company in entering into this Agreement.
(f) The Creditor and each of his Affiliates (as defined in the SPA) are not in default in any of their material obligations, covenants or representations under the SPA, any of the Transaction Documents (as defined in the SPA), or any other agreement with the Company beyond any applicable cure periods therein.
5. Miscellaneous.
(a) Assignment. All of the terms, provisions, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Nevada, excluding any provision which would require the use of the laws of any other jurisdiction.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
Page 5 of 8 |
(c) Entire Agreement, Amendments, and Waivers. This Agreement constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent of such Party.
(d) Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.
(e) Binding Effect. This Agreement shall be binding on the Company and Creditor only upon execution of this Agreement by all Parties hereto. Upon such execution by all Parties hereto, this Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees, and personal representatives.
(f) Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken here from by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.
(g) Arm’sLength Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
Page 6 of 8 |
(h) Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
Page 7 of 8 |
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
“COMPANY” | |||
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| Golden Matrix Group, Inc. |
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/s/ Anthony Brian Goodman | |||
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| Anthony Brian Goodman | |
Chief Executive Officer |
“CREDITOR” | ||
By: | /s/ Aleksandar Milovanović | |
| Name: Aleksandar Milovanović | |
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Aleksandar Milovanović
Page 8 of 8 |
EXHIBIT 10.2
POST-CLOSING CASH
CONSIDERATION CONVERSION AGREEMENT
This Post-Closing Cash Consideration Conversion Agreement (this “Agreement”) dated and effective April 9, 2025 (the “Effective Date”), is by and between, Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and Zoran Milošević, an individual (“Milošević”); and Snežana Božović, an individual (“Božović”, and each of Božović, and Milošević, each a “Creditor” and collectively the “Creditors”), each a “Party” and collectively the “Parties”.
W I T N E S S E T H:
WHEREAS, as of the date of this Agreement, the Company owes Milošević $250,000 and Božović $125,000 of 12 Month Non-Contingent Post-Closing Cash Consideration (as defined in the SPA)(collectively, the “Non-Contingent Cash Consideration”) pursuant to that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended by a (i) First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 2023; (ii) Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 2024; (iii) Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated April 4, 2024 and effective April 1, 2023; (iv) Fourth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated June 17, 2024, and effective as of April 9, 2024; (v) Fifth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated October 1, 2024; and (vi) Sixth Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated on or around the date hereof (as amended, the “SPA” or “Purchase Agreement”);
WHEREAS, the Creditors and the Company desire to provide for the payment of a portion of the Non-Contingent Cash Consideration in shares of the Company’s restricted common stock, pursuant to the terms and conditions of this Agreement set forth below (the “Conversion”); and
WHEREAS, the Company and the Creditors desire to set forth in writing herein the terms and conditions of their agreement and understanding concerning Conversion.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 1 of 8
Page 1 of 8 |
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:
1. Consideration.
(a) Effective on the Effective Date, and in consideration and in full satisfaction of:
(i) $100,000 of Non-Contingent Cash Consideration owed by the Company to Milošević under the Purchase Agreement (the “Milošević Converted Amount”), the Company shall issue Milošević that number of restricted shares of common stock of the Company as equals (i) the Milošević Converted Amount, divided by (ii) the Milošević and Božović Conversion Price (as defined below), rounded to the nearest whole share (the “Milošević Shares”); and
(ii) $25,000 of Non-Contingent Cash Consideration owed by the Company to Božović (the “Božović Converted Amount”, and together with the Milošević Converted Amount, the “Converted Amount”), the Company shall issue Božović that number of restricted shares of common stock of the Company as equals (i) the Božović Converted Amount, divided by (ii) the Milošević and Božović Conversion Price (as defined below), rounded to the nearest whole share (the “Božović Shares”, and together with the Milošević Shares, the “Shares”).
(b) The Shares shall be issued in book-entry/non-certificated form.
(c) For the purposes of this Agreement, “Milošević and Božović Conversion Price” means the greater of (i) $2.00; and (ii) the lowest price per share of common stock which would not, under applicable rules of the Nasdaq Capital Market, require stockholder approval for such issuance of common stock in connection with the Conversion.
2. Full Satisfaction.
Each of the Creditors agree that they are accepting the Shares in full satisfaction of all amounts owed under, and in connection with, their applicable Converted Amount, which is being converted into the Shares as described above and that as such, Creditors will no longer have any rights of repayment against the Company as to the amounts owed in connection with their applicable Converted Amount which is being converted into the Shares according to this Agreement.
3. Mutual Representations, Covenants and Warranties.
(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and general equitable principles.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 2 of 8 |
(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Company or the Creditors are a party or by which the Company or the Creditors are bound or affected.
(c) The Parties hereby covenant that they will, whenever and as reasonably requested by another Party hereto, at such acting Party’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as such Party may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
(d) Any individual executing this Agreement on behalf of a Party has the authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement on behalf of such Party.
4. Representations of the Creditors.
Each Creditor represents to the Company that:
(a) The Creditor is acquiring the applicable Shares for his/her own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act,” or the “Act”) in a manner which would require registration under the Securities Act or any state securities laws. Creditor can bear the economic risk of investment in the applicable Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the applicable Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Creditor recognizes that the applicable Shares are not registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the applicable Shares is registered under the Securities Act or unless an exemption from registration is available.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 3 of 8 |
(b) The Creditor has carefully considered and has, to the extent he/she believes such discussion necessary, discussed with his/her professional, legal, tax and financial advisors, the suitability of an investment in the applicable Shares for his/her particular tax and financial situation and his/her respective advisers, if such advisors were deemed necessary, have determined that the applicable Shares are a suitable investment for him/her. Creditor has not been offered the applicable Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Creditor’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Creditor has had an opportunity to ask questions of and receive satisfactory answers from Company, or persons acting on behalf of the Company, concerning the terms and conditions of the Shares and Company, and all such questions have been answered to the full satisfaction of Creditor. Neither Company, nor any other party, has supplied Creditor any information regarding the Shares or an investment in the Shares other than as contained in this Agreement, and Creditor is relying on his/her own investigation and evaluation of Company and the Shares and not on any other information.
(c) The Creditor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form:
‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.’’
(d) The Creditor hereby covenants that he/she will, whenever and as reasonably requested by the Company and at Creditor’s reasonable cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 4 of 8 |
(e) The Creditor acknowledges that he/she is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Shares, and further acknowledges that the Company is entering into this Agreement with the Creditor in reliance on this acknowledgment and with Creditor’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Creditor, when making investment disposition decisions, including the decision to enter into this Agreement, and Creditor’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Creditor. Creditor hereby waives any claim, or potential claim, he/she has or may have against the Company relating to the Company’s possession of Non-Public Information. Creditor has specifically requested that the Company not provide it with any Non-Public Information. Creditor understands and acknowledges that the Company would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Company in entering into this Agreement.
(f) The Creditor and each of their Affiliates (as defined in the SPA) are not in default in any of their material obligations, covenants or representations under the SPA, any of the Transaction Documents (as defined in the SPA), or any other agreement with the Company beyond any applicable cure periods therein.
(g) The obligations of each Creditor under this Agreement are several and not joint with the obligations of any other Creditor, and no Creditor shall be responsible in any way for the performance or non-performance of the obligations of any other Creditor under this Agreement. Nothing contained herein, and no action taken by any Creditor pursuant hereto, shall be deemed to constitute the Creditors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Creditors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement, and each Creditor has conducted its own diligence review. Each Creditor shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Creditor to be joined as an additional party in any proceeding for such purpose, subject in each case to the terms and conditions hereof. Each Creditor has been been provided the opportunity to be represented by its own separate legal counsel in its review and negotiation of this Agreement.
5. Miscellaneous.
(a) Assignment. All of the terms, provisions, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 5 of 8 |
(b) Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Nevada, excluding any provision which would require the use of the laws of any other jurisdiction.
(c) Entire Agreement, Amendments, and Waivers. This Agreement constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent of such Party.
(d) Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.
(e) Binding Effect. This Agreement shall be binding on the Company and Creditor only upon execution of this Agreement by all Parties hereto. Upon such execution by all Parties hereto, this Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees, and personal representatives.
(f) Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.
(g) Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 6 of 8 |
(h) Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re- execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature page follows.]
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 7 of 8 |
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
“COMPANY” | |||
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| Golden Matrix Group, Inc. |
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By: | /s/ Anthony Brian Goodman | ||
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| Anthony Brian Goodman | |
Chief Executive Officer | |||
“CREDITORS” | ||
By: | /s/ Zoran Milošević | |
Name: | Zoran Milošević | |
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By: | /s/ Snežana Božović | |
Name: | Snežana Božović |
Post-Closing Cash Consideration Conversion Agreement
Golden Matrix Group, Inc. and
Zoran Milošević, and Snežana Božović
Page 8 of 8 |
EXHIBIT 99.1
Golden Matrix Group Eliminates 9.5 Million Dollar Debt Through Equity Conversion
Las Vegas – April 14, 2025 – Golden Matrix Group Inc. (NASDAQ: GMGI) (“GMGI” or “the Company”) today announced that Aleksandar Milovanović, Zoran Milosevic, and Snezana Bozovic, founders of GMGI’s wholly owned subsidiary Meridianbet, have converted an aggregate of $9,570,460 in acquisition-related debt into equity.
The converted amount was originally part of the “12-Month Non-Contingent Post-Closing Cash Consideration” outlined in the acquisition agreement. Following this conversion, the remaining balance of this 12-month contingency, owed to the Meridianbet founders has been reduced to $250,000.
This strategic move significantly strengthens GMGI’s balance sheet and underscores the Meridianbet founders’ confidence in the Company’s performance and future growth trajectory.
"This move sends a strong message to the market and our shareholders," said Brian Goodman, CEO of Golden Matrix Group, who continued, "Mr. Milovanović, Mr. Milosevic, and Ms. Bozovic’s decision to convert their debt to equity reflects both their personal belief and the Company’s confidence in Golden Matrix’s short- and long-term growth trajectory. In addition to strengthening our financial position, this conversion reinforces the positive momentum we’ve achieved. The management team is deeply grateful for their continued support and belief in our vision."
The decision to convert debt into equity was equally driven by the Meridianbet founders’ long-term alignment with GMGI’s strategy.
“We’ve seen firsthand the operational strength and strategic vision that continue to drive Golden Matrix forward," said Zoran Milosevic, CEO of Meridianbet, who continued, "This conversion isn’t just a financial decision—it reflects our deep confidence in the Company’s underlying performance and the growth opportunities ahead. We’re committed to GMGI’s long-term vision and proud to be part of its ongoing success.”
The equity conversion improves GMGI’s already strong Net Debt Leverage and is expected to provide enhanced financial flexibility as the Company advances its global growth strategy and continues executing on key strategic initiatives.
GMGI remains focused on creating long-term value for shareholders while maintaining strong partnerships with key stakeholders across its growing international footprint.
Additional information about the transaction can be found in the Current Report on Form 8-K filed today with the Securities and Exchange Commission.
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.
Connect with us
ir@goldenmatrix.com
https://twitter.com/gmgi_official
https://www.instagram.com/goldenmatrixgroup/
https://x.com/meridianbet_ofc
ir@meridianbet.com
ICR:
Brett Milotte
Brett.Milotte@icrinc.com
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 an outstanding senior convertible note and warrants, the Company’s ability to pay amounts due under the senior convertible note and covenants associated therewith and penalties which could be due under the senior convertible 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 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 December 31, 2024, and future periodic reports on Form 10-K and Form 10‑Q. These reports are available at www.sec.gov.
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