Golden Matrix Group Enters Material Agreement, Discloses Equity Sales

TL;DR

GMGI signed a big deal and sold some stock. Check the filings.

AI Summary

Golden Matrix Group, Inc. (GMGI) entered into a material definitive agreement on August 21, 2025. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. The company, formerly known as Source Gold Corp. and Ibex Resources Corp., is incorporated in Nevada.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Golden Matrix Group, Inc. (company) — Registrant
• August 21, 2025 (date) — Date of Earliest Event Reported
• Nevada (jurisdiction) — State of Incorporation
• Source Gold Corp. (company) — Former Company Name
• Ibex Resources Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.00001 — e on which registered Common Stock, $0.00001 Par Value Per Share GMGI The NASDAQ
• $10,000,000 — ong other consideration, (a) a total of $10,000,000 twelve (12) months after the Closing Da
• $9,700,000 — Purchase Agreement to (a) confirm that $9,700,000 of the 12 Month Non-Contingent Post-Clo
• $100,7000 — or to August 21, 2025; (b) confirm that $100,7000 of the 18 Month Non-Contingent Post-Clo
• $200,000 — 2025; (c) provide that a total of: (i) $200,000 of 18 Month Non-Contingent Post-Closing
• $30,000 — ion Agreement "), and (ii) provide that $30,000 owed to Miloevi and $30,000 owed to Boo
• $1.29 — Company, based on a conversion price of $1.29 per share; (b) Miloevi agreed to conver
• $1.33 — ny, each based on a conversion price of $1.33 per share, which was greater than the c

Filing Documents

• gmgi_8k.htm (8-K) — 50KB
• gmgi_ex28.htm (EX-2.8) — 43KB
• gmgi_ex101.htm (EX-10.1) — 45KB
• 0001477932-25-006299.txt ( ) — 272KB
• gmgi-20250821.xsd (EX-101.SCH) — 5KB
• gmgi-20250821_lab.xml (EX-101.LAB) — 14KB
• gmgi-20250821_cal.xml (EX-101.CAL) — 1KB
• gmgi-20250821_pre.xml (EX-101.PRE) — 9KB
• gmgi-20250821_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. Seventh 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 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; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, " MeridianBet Group "). Pursuant to the Purchase Agreement, on April 9, 2024 (the " Closing Date "), and effective on April 1, 2024, we acquired 100% of MeridianBet Group. Boovi is a member of the Board of Directors of the Company; Miloevi is the Chief Executive Officer of MeridianBet Group and Milovanovi is a greater than 5% stockholder of the Company. As part of the consideration for the acquisition, we agreed to pay the Sellers, among other consideration, (a) a total of $10,000,000 twelve (12) months after the Closing Date (the " 12 Month Non-Contingent Post-Closing Cash Consideration "); and (b) a total of $10,000,000 eighteen (18) mon

02. Unregistered Sales of Equity Securities

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. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1# Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders 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, 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, as sellers (Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2023, and incorporated by reference herein)(File No. 001-41326) 2.2 First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital dated September 22, 2023 by and between Golden Matrix Group, Inc., as purchaser and the shareholders 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, 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, as sellers (Filed as Exhibit 2.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 28, 2023, and incorporated by reference herein)(File No. 001-41326) 2.3 Second Amendment to Amended and Restate

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 27, 2025 By: /s/ Anthony Brian Goodman Anthony Brian Goodman Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR