Golden Matrix Acquires MEG, Issues 10M Shares

TL;DR

GMGI just bought MEG for 10M shares, expanding its online gaming footprint globally.

AI Summary

Golden Matrix Group, Inc. (GMGI) announced on April 4, 2024, the completion of its acquisition of a 100% stake in the parent company of the online gaming platform, MEG. The acquisition was finalized through a stock purchase agreement, with GMGI issuing 10,000,000 shares of its common stock to the sellers. This move is expected to significantly expand GMGI's global reach and product offerings in the online gaming sector.

Why It Matters

This acquisition marks a significant expansion for Golden Matrix Group into the online gaming market, potentially increasing its revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition involves a significant issuance of stock, which could dilute existing shareholders, and the success of the integration of MEG is crucial.

Key Numbers

• 10,000,000 — Shares Issued (Issued to sellers as part of the MEG acquisition.)

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Acquiring company
• MEG (company) — Acquired company
• 10,000,000 (dollar_amount) — Shares issued in acquisition
• April 4, 2024 (date) — Acquisition completion date

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $12 m — ayable at closing of the acquisition to $12 million, and to defer $18 million until A
• $18 million — cquisition to $12 million, and to defer $18 million until April 26, 2024, provided that if
• $10 — ement, the Company will pay Mr. Miloevi $10 per year. Pursuant to the Management A
• $12 million — referred Stock "); (B) paid the Sellers $12 million in cash; and (C) issued the Sellers $15
• $15 million — ion in cash; and (C) issued the Sellers $15 million in Promissory Notes (the " Notes "), pa
• $13,125,000 — omissory Notes (the " Notes "), payable $13,125,000 to Aleksandar Milovanovi, $1,250,000 to
• $1,250,000 — e $13,125,000 to Aleksandar Milovanovi, $1,250,000 to Zoran Milosevic and $625,000 to Snea
• $625,000 — novi, $1,250,000 to Zoran Milosevic and $625,000 to Sneana Boovi. Pursuant to the terms
• $5,000,000 — ation "); (2) the additional sum of (i) $5,000,000 and (ii) 5,000,000 restricted shares of
• $15,000,000 — hares have an agreed aggregate value of $15,000,000. For purposes of the foregoing, the " D
• $20,000,000 — ereafter; and (3) the additional sum of $20,000,000 of which $10,000,000 is due 12 months a
• $10,000,000 — additional sum of $20,000,000 of which $10,000,000 is due 12 months after the closing date
• $1,000,000 — r borrowed money in an amount exceeding $1,000,000, if the effect of such default is to ca
• $5,000 — rs of the Board of Directors, including $5,000 a month in cash consideration and that

Filing Documents

• gmgi_8k.htm (8-K) — 118KB
• gmgi_ex24.htm (EX-2.4) — 115KB
• gmgi_ex31.htm (EX-3.1) — 7KB
• gmgi_ex32.htm (EX-3.2) — 126KB
• gmgi_ex33.htm (EX-3.3) — 4KB
• gmgi_ex101.htm (EX-10.1) — 111KB
• gmgi_ex102.htm (EX-10.2) — 47KB
• gmgi_ex103.htm (EX-10.3) — 76KB
• gmgi_ex104.htm (EX-10.4) — 77KB
• gmgi_ex105.htm (EX-10.5) — 78KB
• gmgi_ex991.htm (EX-99.1) — 15KB
• gmgi_ex31img2.jpg (GRAPHIC) — 178KB
• gmgi_ex32img1.jpg (GRAPHIC) — 234KB
• gmgi_ex31img1.jpg (GRAPHIC) — 239KB
• 0001477932-24-001928.txt ( ) — 1940KB
• gmgi-20240404.xsd (EX-101.SCH) — 6KB
• gmgi-20240404_lab.xml (EX-101.LAB) — 15KB
• gmgi-20240404_cal.xml (EX-101.CAL) — 1KB
• gmgi-20240404_pre.xml (EX-101.PRE) — 9KB
• gmgi-20240404_def.xml (EX-101.DEF) — 2KB
• gmgi_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. 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 January 12, 2023, we entered into a Sale and Purchase Agreement of Share Capital (the " Original Purchase Agreement ") with Aleksandar Milovanovi, Zoran Milosevic and Sneana Boovi (collectively, the " Sellers "), the owners of Meridian Tech Drutvo Sa Ogranienom Odgovornou Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia (" Meridian Serbia "); Drutvo Sa Ogranienom Odgovornou "Meridianbet" Drutvo 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 Original Purchase Agreement, we agreed to acquire 100% of the Meridian Companies (the " Purchase "). As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on June 30, 2023, we entered into an Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, with the Sellers on June 28, 2023 (the " A&R Purchase Agreement "), which amended and restated the Original Purchase Agreement and as previously disclosed in the Current Report on Form 8K filed by the Company with the SEC on September 28, 2023, we entered into a First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital with the Sellers on September 22, 2023 (the " First Amendment "). As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on January 24, 2024, on, and effective on, January 22, 2024, the Compa

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Closing of Purchase Agreement On April 9, 2024, the Purchase was completed and we acquired 100% of the Meridian Companies, effective for all purposes as of April 1, 2024. In connection with the Purchase, on April 9, 2024, we (A) issued 82,141,857 restricted shares of the Company's common stock to the Sellers (the " Closing Shares ") and 1,000 shares of the Company's Series C Preferred Stock (the " Series C Preferred Stock "); (B) paid the Sellers $12 million in cash; and (C) issued the Sellers $15 million in Promissory Notes (the " Notes "), payable $13,125,000 to Aleksandar Milovanovi, $1,250,000 to Zoran Milosevic and $625,000 to Sneana Boovi. Pursuant to the terms of the Purchase Agreement (as amended by the Third Amendment), we are also required to pay the Sellers: (1) $18 million in cash by April 26, 2024 (provided that failure to pay such amounts by April 26, 2024 will result in such unpaid amounts accruing interest at the rate of 3% per annum, from the April 1, 2024 effective date of the Purchase, until paid in full)(the " Deferred Cash Consideration "); (2) the additional sum of (i) $5,000,000 and (ii) 5,000,000 restricted shares of common stock (collectively, the " Contingent Post-Closing Consideration ") which is due to the Sellers within five business days following the Determination Date (defined below) if (and only if) the Company has determined that each of the Post-Closing Payment Conditions (defined below) have been satisfied, which Post-Closing Contingent Shares have an agreed aggregate value of $15,000,000. For purposes of the foregoing, the " Determination Date " means the date that is six months after the closing date and the " Contingent Post-Closing Payment Conditions " are as follows: the Sellers and their affiliates are not then in default in any of their material obligations, covenants or representations under the Purchase Agreement, any of the transaction documents, or any o

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The offer and sale of the Closing Shares and shares of Series C Preferred Stock of the Company issued in connection with the Closing, are intended to be exempt 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 "), since the foregoing offer, sales and issuances were/will not involve a public offering, the recipients have confirmed that they are " accredited investors ", and the recipients will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the certificates evidencing 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. If converted in full, the maximum number of shares of common stock issuable upon conversion of the 1,000 shares of Series C Preferred Stock is 1,000 shares of common stock.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosures set forth in Items 2.01 , 3.02 , 5.01 and 5.03 of this Current Report on Form 8-K are incorporated into this Item 3.03 by reference. 6

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. As a result of the closing of the Purchase Agreement, and on April 9, 2024, the Sellers obtained majority voting control over the Company, with each of the Sellers obtaining voting rights as follows: Aleksandar Milovanovi (69,820,578 shares of common stock (58.8% of the Company's outstanding common stock) and 850 shares of Series C Voting Preferred Stock, voting in aggregate 76,195,578 voting shares (57.0% of the Company's outstanding voting shares)); Zoran Milosevic (8,214,186 shares of common stock and 100 shares of Series C Voting Preferred Stock, voting in aggregate 8,964,186 voting shares); and Sneana Boovi (4,107,093 shares of common stock and 50 shares of Series C Voting Preferred Stock, voting in aggregate 4,482,093 voting shares); totalling 82,141,857 shares of common stock and 1,000 shares of Series C Voting Preferred Stock voting in aggregate 7,500,000 voting shares, or 89,641,857 voting shares total, which total an aggregate of 69.2% of the Company's outstanding common stock and 67.0% of the Company's outstanding voting stock. Separately, pursuant to the terms of the Series C Voting Preferred Stock held by the Sellers, they have the right to appoint one or two directors depending on their beneficial ownership. Set forth in Item 5.03 below is a summary of the rights and preferences of the Series C Voting Preferred Stock. Prior to the closing of the Purchase Agreement, Mr. Anthony Brian Goodman, the Chief Executive Officer and director of the Company held voting control over the Company due to his beneficial ownership of 16,124,562 shares of common stock and 1,000 shares of Series B Voting Preferred Stock, which vote 7,500,000 voting shares on all stockholder matters (which prior to the issuance of the shares of common stock and Series C Voting Preferred Stock upon the closing of the Purchase Agreement, provided him a 53.6% voting right over the Company). The information in Item 1.01 above regarding the

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