NOTE 7 – ACQUISITIONS

Golden Matrix and Aleksandar Milovanović; Zoran Milošević, and Snežana Božović (MeridianBet Group) MeridianBet Purchase Agreement

Please refer to “Note 22 – MeridianBet Group Purchase Agreement”, for a discussion of the MeridianBet Purchase Agreement, pursuant to which effective April 1, 2024, Golden Matrix (legal acquirer/accounting acquiree) acquired MeridianBet Group (legal acquiree/accounting acquirer) from the Meridian Sellers.

Classics Holding Acquisition

On August 16, 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings from NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (collectively the “Classics Sellers”).

Classics Holdings, through its wholly-owned subsidiary, Classics For a Cause Pty Ltd, 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, and caravans.

Pursuant to the Share Exchange Agreement, the Classics Sellers agreed to sell the Company 80% of the outstanding capital stock of Classics Holdings (the “Classics Stock”). In consideration for the Classics Stock, we agreed to pay the Classics Sellers, pro rata with their ownership of Classics Holdings:

The Classics Sellers had the right to each earn additional cash and stock consideration based on Classics Holdings’ total net profit from the Closing Date until June 30, 2025, of which half was deemed earned. As of December 31, 2025, the Company has paid AU$500,000 (US$326,745) to the Classics Sellers in connection with such earnout payments. During the three months ended March 31, 2026, the Company paid the remaining AU$410,000 (US$285,041) to the Classics Sellers.

On August 21, 2024, the Company closed the Share Exchange Agreement, which had an effective date of August 1, 2024.

The Share Exchange Agreement also required that the Classics Sellers and the Company enter into a Shareholders Agreement (the “Shareholders Agreement”), which was entered into and became effective on August 16, 2024.

In accordance with FASB ASC Section 805, “Business Combinations”, the Company has accounted for the Share Exchange Agreement transaction as a business combination using the acquisition method. Due to the continuity of operations that will remain after the acquisition, the acquisition was considered the acquisition of a “business”.

Goodwill is measured as a residual and calculated as the excess of the sum of (1) the purchase price to acquire 80% of Classics Holdings’ shares, which was $6,468,506, and (2) the fair value of the 20% noncontrolling interest in Classics Holdings, which was estimated to be $1,422,000 over the net of the acquisition-date values of the identifiable assets acquired and the liabilities assumed.

The Company accounts for business combinations in accordance with FASB ASC 805, “Business Combinations”. The preliminary fair value of purchase consideration for the acquisition has been allocated to the assets acquired and liabilities assumed based on a preliminary valuation of their respective fair values and may change when the final valuation of the assets acquired and liabilities assumed is determined.

The assets and liabilities of Classics Holdings have been recorded at their fair value at the acquisition date and are included in the Company’s consolidated financial statements.

The calculation of the purchase price and the assets acquired, and liabilities assumed in the Share Exchange Agreement are as follows:

Acquisition of Minority Interest in Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus.

The MeridianBet Purchase Agreement required the purchase of the minority shares of certain subsidiaries of the MeridianBet Group.

Based on this, on September 3, 2024, sales-purchase agreements were signed between the buyer – Meridian Gaming Ltd. Malta and the seller of a 24.5% minority share in the company Meridian Gaming Peru S.A.C., Mr. Juan Jose Mantese.

The total purchase price was $3,098,797. In accordance with the terms of the agreement, a portion of the consideration was satisfied through the issuance of 67,897 shares of the Company’s restricted common stock, valued at $36.00 per share. The remaining consideration is payable in cash and totals $654,493. As of March 31, 2026, $394,166 of cash consideration remained unpaid.

Additionally, on October 3 and November 8, 2024, a share purchase agreement was signed between the buyer – Meridian Gaming Ltd. Malta and the sellers of a 15.5% minority share in the company Meridian Worldwide Ltd. Cyprus, which consisted of the following shareholders: Costas Joannides, Marko Pejovic, Jelena Sarenac, Vladimir Lenger and Marija Teodosic.

The total purchase price was $4,073,707. In accordance with the terms of the agreement, a portion of the consideration was satisfied through the issuance of 89,258 shares of the Company’s restricted common stock, valued at $36.00 per share. The remaining consideration is payable in cash and totals $860,404. As of March 31, 2026, $487,781 of the cash consideration remained unpaid.

Acquisition of Fair Bet Limited

On January 14, 2026, Meridian Gaming Holdings Limited, through its wholly-owned subsidiary Meridian Gaming Ltd. Malta (the “Meridian Gaming Malta”), entered into and closed a Share Purchase Agreement (the “SPA”) to acquire 100% of the issued share capital of Fair Bet Limited, a company registered in Malta (“Fair Bet”). The sellers were Antoine Pace and Gilbert Pace (collectively, the “Fair Bet Sellers”), who held 19% and 81% of the issued share capital of Fair Bet, respectively (collectively, the “Transferred Shares”).

Fair Bet operates a retail betting business in Malta, comprising nine (9) retail betting shops, and holds a gaming license issued by the Malta Gaming Authority (license number MGA/B2C/195/2011), which remains valid through November 2028. The Company expressly did not acquire and does not intend to continue the white-label online casino operation previously operated by Fair Bet, which was retained by the Fair Bet Sellers under a separate arrangement.

Pursuant to the SPA, the parties agreed that, notwithstanding the legal closing date of January 14, 2026, the Meridian Gaming Malta shall be deemed to have assumed full operational control and economic benefit of the Target from August 1, 2025 (the “Operational Takeover Date”). Accordingly, all revenues and expenses of the Target accruing from the Operational Takeover Date are for the account of Meridian Gaming Malta.

Purchase Price and Payment Terms

The total purchase price for all 2,000 issued ordinary shares of the Target was EUR 392,250 (USD $459,756 based on the EUR/USD exchange rate of 1.1721 as of January 14, 2026), payable to the Sellers in equal 50% proportions, as follows:

The final installment was paid on April 15, 2026, and the change of ownership has been registered with the Malta Business Registry (MBR), making Meridian Gaming Holdings Limited Malta the owner of the entity.

In addition, pursuant to the SPA, within eight (8) months from the closing date, Fair Bet is required to repay to the Sellers, on a pro-rata basis, shareholder loans totaling approximately EUR 207,757.

All liabilities, obligations, costs, and expenses of Fair Bet economically attributable to the period up to and including July 31, 2025 remain the sole responsibility of the Fair Bet Sellers. Any liabilities incurred from August 1, 2025 onwards are for the account of Meridian Gaming Malta.

Purchase Price Allocation

In accordance with FASB ASC Section 805, Business Combinations, the Company has accounted for the acquisition of Fair Bet Limited as a business combination using the acquisition method. The following table presents the preliminary purchase price allocation as of the Closing Date:

Calculation of Purchase Price and Preliminary Estimated Purchase Price Allocation

Goodwill is measured as the excess of the purchase price over the net of the acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Goodwill represents the assembled workforce, the value of the established network of retail betting shops across Malta, and expected synergies with the Company's existing gaming operations.

Identified Intangible Assets

Gaming License — The Malta Gaming Authority license (MGA/B2C/195/2011), valid through November 2028, was valued at EUR75,000 and will be amortized over its remaining useful life of approximately three years on a straight-line basis.

Customer Relationships — Customer relationships were valued at EUR 134,235 using the Multi-Period Excess Earnings Method (MPEEM). Key assumptions included: annual revenue of EUR 848,666, a 70% attribution of revenue to recurring customers reflecting the nature of retail betting activity, a normalized margin of 12%, a customer life of five years, a discount rate of 25%, and a contributory asset charge of 30%. Customer relationships will be amortized over five years on a straight-line basis.

Trade Names and Trademarks — The "Fairbet" trade name was valued at EUR 91,292 using the Relief-from-Royalty Method. Key assumptions included: annual revenue of EUR 848,666, a royalty rate of 4%, a discount rate of 25%, and a useful life of five years. The trademark will be amortized over five years on a straight-line basis.

The preliminary purchase price allocation is subject to revision upon completion of the final valuation of assets acquired and liabilities assumed. Any adjustments to the preliminary allocation will be made within the measurement period as permitted under FASB ASC 805.