Golden Matrix Group Announces Material Definitive Agreement

TL;DR

GMGI signed a big deal, details to come.

AI Summary

Golden Matrix Group, Inc. announced on August 20, 2024, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the agreement and sales were not fully disclosed in the provided text, but the filing indicates a significant corporate event.

Why It Matters

This filing signals a significant development for Golden Matrix Group, potentially impacting its business operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce both opportunities and risks depending on the specifics not yet fully detailed.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• August 20, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• 3651 S. Lindell Road, Suite D131 (address) — Business Address
• Las Vegas (location) — City

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $4,407,000 — dollars (AU$) at Closing (approximately $4,407,000 United States dollars (" US$ "); (iii)
• $33,808 — ited States dollars (" US$ "); (iii) AU$33,808 representing 80% of the agreed value of
• $21,975 — te as set forth herein (approximately US$21,975); (iv) up to an additional AU$500,000
• $500,000 — US$21,975); (iv) up to an additional AU$500,000 (approximately US$325,000)(the " Holdba
• $325,000 — additional AU$500,000 (approximately US$325,000)(the " Holdback Cash "); and (v) the r
• $3.85 — nt would be deemed to have a value of AU$3.85 per share (the " AU$ Agreed Value ") an
• $2.51 — share (the " AU$ Agreed Value ") and US$2.51 (the " US$ Agreed Value "). The Closin
• $2,500,000.00 — Earnout Cash Earnout Shares Under AU$2,500,000.00 AU$0 0 Between AU$2,500,000.00 and A
• $0 — rnout Shares Under AU$2,500,000.00 AU$0 0 Between AU$2,500,000.00 and AU$3,00
• $3,000,000.00 — AU$0 0 Between AU$2,500,000.00 and AU$3,000,000.00 AU$910,000 100,996 Between AU$3,000,
• $910,000 — AU$2,500,000.00 and AU$3,000,000.00 AU$910,000 100,996 Between AU$3,000,000.01 and A
• $3,000,000.01 — ,000.00 AU$910,000 100,996 Between AU$3,000,000.01 and AU$3,500,000.00 AU$1,820,000 201,
• $3,500,000.00 — 100,996 Between AU$3,000,000.01 and AU$3,500,000.00 AU$1,820,000 201,992 Over AU$3,500,0
• $1,820,000 — AU$3,000,000.01 and AU$3,500,000.00 AU$1,820,000 201,992 Over AU$3,500,000.01 AU$2,18

Filing Documents

• gmgi_8k.htm (8-K) — 59KB
• gmgi_ex21.htm (EX-2.1) — 453KB
• gmgi_ex101.htm (EX-10.1) — 183KB
• gmgi_ex991.htm (EX-99.1) — 27KB
• 0001477932-24-005151.txt ( ) — 979KB
• gmgi-20240820.xsd (EX-101.SCH) — 6KB
• gmgi-20240820_lab.xml (EX-101.LAB) — 14KB
• gmgi-20240820_cal.xml (EX-101.CAL) — 1KB
• gmgi-20240820_pre.xml (EX-101.PRE) — 9KB
• gmgi-20240820_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. On August 16, 2024, Golden Matrix Group, Inc. (the " Company ", " we " and " us "), entered into a Share Exchange Agreement (the " Exchange Agreement "), with Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (" Classics "), and NJF Exercise Physiologists Pty Ltd (" NJF ") and Think Tank Enterprises Pty Ltd (" Think Tank ", and collectively with NJF, the " Shareholders "), the shareholders of Classics. Classics, through its wholly-owned subsidiary, Classics for a Cause Pty Ltd (" Classics for a Cause "), is an independent online trade promotions company in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics for a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, caravans, jet skis, boats, and exclusive holiday experiences. Pursuant to the Exchange Agreement, the Shareholders agreed to exchange 80% of the outstanding capital stock of Classics (the " Exchange " and the " Classics Stock ") with the Company in consideration for cash and stock of the Company. Specifically, in consideration for the Classics Stock, we agreed to pay the Shareholders, pro rata with their ownership of Classics: (i) 810,390 shares of the Company's common stock at Closing (defined below)(the " Closing Shares "); (ii) 6,780,000 Australian dollars (AU$) at Closing (approximately $4,407,000 United States dollars (" US$ "); (iii) AU$33,808 representing 80% of the agreed value of the net assets of Classics on the effective date as set forth herein (approximately US$21,975); (iv) up to an additional AU$500,000 (approximately US$325,000)(the " Holdback Cash "); and (v) the right to certain earnout payments as discussed below. The parties agree that each share of Company common stock issued to

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The offer and sale of the 810,390 Closing Shares, the True-Up Shares, to the extent due and issued, the Earnout Shares, to the extent due and issued, and to the extent that the Company desires to affect a Buyout in the future, the Buyout Shares, 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 planned 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.

01. Other Events

Item 8.01. Other Events. On August 20, 2024, the Company published a press release announcing the entry into the Exchange Agreement. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01 . Forward- Looking Statements This Current Report on Form 8-K and Exhibit 99.1 hereto contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled " Risk Factors " and elsewhere in our Annual Reports on Form 10-K and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov . Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 2.1*# Share Exchange Agreement dated August 16, 2024, by and between Golden Matrix Group, Inc., Classics Holdings Co. Pty Ltd. and the Shareholders of Classics Holdings Co. Pty Ltd. 10.1* Shareholders Agreement dated August 16, 2024, by and between Golden Matrix Group, Inc. and the other Shareholders of Classics Holdings Co. Pty Ltd. 99.1** Press release dated August 20, 2024 104 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) 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. 6

SIGNATURES

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. GOLDEN MATRIX GROUP, INC. Date: August 20, 2024 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR