NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT

As previously disclosed in Note 22 – MeridianBet Group Purchase Agreement to the consolidated financial statements included in the 2024 Annual Report, Golden Matrix Group, Inc. (“GMGI”) completed its acquisition of 100% of the outstanding share capital of MeridianBet Group on April 9, 2024 (effective as of April 1, 2024), pursuant to the Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 2023, as amended.

The total preliminary purchase consideration was approximately $107.9 million, which included the issuance of 82,141,857 shares of common stock, 1,000 shares of Series C Convertible Preferred Stock, $12 million in closing cash, and $15 million in promissory notes, as well as additional contingent and deferred cash consideration. The transaction was accounted for using the acquisition method in accordance with ASC 805, with MeridianBet Group identified as the accounting acquirer and GMGI as the accounting acquiree.

The fair value of the net assets acquired included approximately $30.2 million in intangible assets, $13.4 million in net tangible assets, and approximately $64.4 million of goodwill.

As a result of the transaction, the Meridian Sellers became the majority shareholders of GMGI, holding approximately 69.2% of the outstanding common stock and 67.0% of the voting power as of the closing date.

Additional terms and governance arrangements, including the Series C Preferred Stock, Voting Agreement, Day-to-Day Management Agreement, and details on a Deferred Cash Convertible Promissory Note, are described in Note 22 to the 2024 Annual Report and have not materially changed as of June 30, 2025, other than repayments and conversions previously disclosed.