Golden Matrix Group, Inc. (NasdaqCM:GMGI) entered into a Sale and Purchase Agreement to acquire Meridian Tech Dru?tvo Sa Ogranicenom Odgovorno?cu Beograd, Meridian Gaming Holdings Ltd, Meridian Gaming Holdings Ltd(Cy) Ltd and Dru?tvo Sa Ogranicenom Odgovorno?cu from Aleksandar Milovanovic, Zoran Milosevic and Snezana Bozovic for approximately $320 million on January 11, 2023. The Purchase Agreement, the Sellers agreed to sell us 100% of the outstanding capital stock of each of the Meridian Companies in consideration for (a) a cash payment of $50 million, due at the initial closing of the acquisition; (b) 56,999,000 restricted shares of the Company?s common stock (the ? Phase 1 Closing Shares ?), with an agreed upon value of $3.50 per share; (c) 1,000 shares of a to be designated series of Series C preferred stock of the Company, discussed in greater detail below (the ? Series C Voting Preferred Stock ?); (d) $10,000,000 in cash and 4,285,714 restricted shares of Company common stock (the ? Post-Closing Shares ?) within five business days following the six month anniversary of the Phase 1 Closing (defined below) if (and only if) the Company has determined that: the Sellers and their affiliates are not then in default in any of their material obligations, covenants or representations under the Purchase Agreement, or any of the other transaction documents entered into in connection therewith (the ? Post-Closing Consideration ?); (e) a promissory note in the amount of $10,000,000 (the ? Promissory Note ?), due nine months after the Phase 1 Closing; and (f) 4,000,000 shares of the Company?s restricted common stock payable at the Phase 2 Closing (defined below)(the ? Phase 2 Shares ?). The Phase 1 Closing Shares, Series C Preferred Stock, Post-Closing Shares and Phase 2 Shares, are collectively defined herein as the ? Purchase Shares ?. The Purchase is contemplated to close in two phases, with phase 1 being the purchase of 100% of each of the Meridian Companies other than Meridian Serbia, together with 90% of Meridian Serbia (? Phase 1 Closing ?); and phase 2 being the purchase of the remaining 10% of Meridian Serbia (? Phase 2 Closing ?). The Phase 1 Closing is required to occur prior to June 30, 2023 and the Phase 2 Closing is required to occur prior to October 31, 2023, unless extended by the mutual consent of the parties. The Purchase Agreement includes a 60 day due diligence period. As of June 30, 2023, Golden Matrix and MeridianBet Sign Amended and Restated Purchase Agreement. Under the terms of the revised agreement, among other changes to the consideration payable by GMGI to the sellers, the cash required to be paid by GMGI at the closing of the transaction has been reduced from $50 million to $30 million (with $20 million in non-contingent cash consideration due post-closing). GMGI is currently working to obtain the financing required to complete the transaction and plans to file the required proxy statement to seek shareholder approval for the acquisition, among other items, in the third quarter of 2023. The acquisition is expected to close in the third or fourth quarter of 2023, subject to various conditions to closing, including GMGI raising required funding, GMGI shareholder approval, and other items. As of June 27, 2023, Golden Matrix Group, Inc. entered into an amended and restated sale and purchase agreement, which amended certain provisions of the Original Purchase Agreement. As on September 22, 2023, the Company and the Sellers entered into a first amendment to amended and restated sale and purchase agreement, to among other things, to: (i) up to $20 million of the $30 million required to be paid to the Sellers by the Company at the closing of the A&R Purchase Agreement, may be paid from cash on hand of the Meridian Companies at closing. (ii) Mr. Milosevic to be appointed as Chief Operating Officer of the Company. (iii) the fairness opinion previously required to be obtained by the Company prior to closing, (iv) clarify that the Company is required to seek shareholder approval for an amendment. (v) allow the Company to issue debt in connection with the borrowing of funds to pay the purchase price, and up to 15 million shares of common stock in connection with fund raising activities to pay the purchase price or for general working capital, subject to the Seller?s prior written consent in their sole discretion; (vi) remove the requirement that the Company raise $30 million in funding prior to Closing, (vii) seek Nasdaq approval of an initial listing application of the combined company prior to Closing, (vii) extend the date that the Closing is required to have been completed by from December 31, 2023, to March 31, 2024.

David M. Loev and John S. Gillies of The Loev Law Firm, PC acted as legal advisor to Golden Matrix Group, Inc. (NasdaqCM:GMGI). Mark Gardberg and Art Rogers of Howard & Howard Attorneys PLLC acted as legal advisor to Meridian Tech Dru?tvo Sa Ogranicenom Odgovorno?cu Beograd, Meridian Gaming Holdings Ltd, Meridian Gaming (Cy) Ltd and Dru?tvo Sa Ogranicenom Odgovorno?cu. Rockport Venture Partners acted as financial advisor and fairness opinion provider to Golden Matrix Group, Inc.