Golden Matrix Group Files 8-K with Key Corporate Updates

TL;DR

GMGI filed an 8-K on Jan 25th covering material agreements, board changes, and amended bylaws. Big stuff happening.

AI Summary

On January 25, 2025, Golden Matrix Group, Inc. filed an 8-K detailing several significant corporate events. These include entering into a material definitive agreement, modifications to security holder rights, changes in directorship and officer appointments, amendments to its articles of incorporation, and the filing of financial statements and exhibits. The company, formerly known as Source Gold Corp. and Ibex Resources Corp., is incorporated in Nevada and operates in the prepackaged software industry.

Why It Matters

This 8-K filing signals significant corporate actions by Golden Matrix Group, Inc., which could impact its operational structure, governance, and financial reporting, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing involves multiple material events including agreements, governance changes, and financial disclosures, which inherently carry a medium level of risk due to potential impacts on the company's future performance and stock.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• Source Gold Corp. (company) — Former Company Name
• Ibex Resources Corp. (company) — Former Company Name
• January 25, 2025 (date) — Date of Earliest Event Reported
• Nevada (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ

Filing Documents

• gmgi_8k.htm (8-K) — 51KB
• gmgi_ex32.htm (EX-3.2) — 3KB
• gmgi_ex101.htm (EX-10.1) — 115KB
• 0001477932-25-000570.txt ( ) — 325KB
• gmgi-20250125.xsd (EX-101.SCH) — 6KB
• gmgi-20250125_lab.xml (EX-101.LAB) — 15KB
• gmgi-20250125_cal.xml (EX-101.CAL) — 1KB
• gmgi-20250125_pre.xml (EX-101.PRE) — 9KB
• gmgi-20250125_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. Amended and Restated Nominating and Voting 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 April 9, 2024 (the " April 9, 2024 Form 8-K "), effective on April 1, 2024, we entered into a Nominating and Voting Agreement (the " Prior Voting Agreement ") with Anthony Brian Goodman, the Company's Chief Executive Officer and director, Luxor Capital LLC, a limited liability company controlled by Mr. Goodman (" Luxor "), and each of Aleksandar Milovanovi (" Milovanovi "), Zoran Miloevi (" Miloevi ") and Sneana Boovi (" Boovi ", and collectively with Milovanovi and Miloevi , the " Sellers "), the former 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 (" Meridian Malta "); and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, " Meridian Bet Group "), which Meridian Bet Group was acquired by the Company on the same date. On January 29, 2025, we, Mr. Goodman and Luxor, and each of the Sellers entered into an Amended and Restated Nominating and Voting Agreement (the " Voting Agreement "). The Voting Agreement, effective January 29, 2025, amended and restated the Prior Voting Agreement, to: (a) provide for the Board of Directors (the " Board ") of the Company to consist of up to six (6) members, of which two may be appointed by the Sellers as holders of the Series C Preferred Stock of t

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosures set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K are incorporated into this Item 3.03 by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation of Director On January 25, 2025, Weiting (Cathy) Feng, a member of the Board and the Chief Financial Officer and Chief Operating Officer of the Company, tendered her resignation to the Company as a member of the Board (the "Resignation Letter "), to be effective upon the earlier of (a) 8:00 a.m. Pacific Standard Time on the date that is six months from the date of the Resignation Letter (July 25, 2025); and (b) the date and time that Board of Directors of the Company appoints a Chief Financial Officer. Ms. Feng will remain the Chief Operating Officer of the Company following her resignation as a member of the Board. (d) Appointment of Director Effective on January 29, 2025, immediately following the amendment to the Bylaws discussed below in Item 5.03 , and at the request of the holders of the Company's Series C Preferred Stock shares (i.e., the Sellers), and as one of the two Series C Preferred Stock designees allowed pursuant to terms of the Company's Series C Preferred Stock (with Mr. William Scott being the other), as described in greater detail in the April 9, 2024 Form 8-K, the Board of Directors increased the number of members of the Board of Directors from five (5) to six (6) and appointed Sneana Boovi, one of the Sellers, and the Secretary of Meridian Bet Group, as a member of the Board of Directors of the Company. The Board of Directors determined that Ms. Boovi was not " independent " pursuant to the rules of the NASDAQ Capital Market. 3 Ms. Boovi is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements o

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendments to Bylaws Effective on January 29, 2025, the Board of Directors of the Company approved amendments to the Bylaws of the Company to: (a) fix the number of members of the Board of Directors at six (6) members (previously such number was five (5) members); and (b) to correct the Bylaws to provide that subject to the Articles of Incorporation, and any designation of preferred stock of the Company, any director may be removed by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote (the Bylaws previously erroneously read that directors could be removed with majority consent, which was in conflict with the Nevada Revised Statutes). It is contemplated that upon effectiveness of the Resignation Letter of Ms. Feng, the Board will once again approve an amendment to the Bylaws of the Company to fix the number of members of the Board of Directors at five (5) members. A copy of the amendments to the Bylaws are attached hereto as Exhibit 3.1 and incorporated by reference into this Item 5.03 in their entirety. 4

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 3.1 Certificate of Designation of Golden Matrix Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock, as filed with the Secretary of State of Nevada on April 4, 2024 (filed as Exhibit 3.2 to the Current Report on Form 8-K of Golden Matrix Group, Inc., filed with the Securities and Exchange Commission on April 9, 2024, and incorporated by reference herein) 3.2* Amendments to the Bylaws of Golden Matrix Group, Inc. dated January 29, 2025 10.1* Amended and Restated Nominating and Voting Agreement dated January 29, 2025, by and between Golden Matrix Group, Inc., Aleksandar Milovanovi, Zoran Milosevic and Sneana Boovi 10.2 Employment Agreement dated June 18 2024, between Meridian Tech Drutvo Sa Ogranienom Odgovornou Beograd and Sneana Boovi (filed as Exhibit 10.5 to the Current Report on Form 8-K of Golden Matrix Group, Inc., filed with the Securities and Exchange Commission on June 21, 2024, and incorporated by reference herein)** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Indicates management contract or compensatory plan or arrangement. 5

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: January 30, 2025 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 6

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