NOTE 15 – LONG TERM LIABILITIES

Unicredit Bank Facility

On May 1, 2024, effective May 16, 2024, Meridian Serbia entered into a Facility Agreement dated as of April 30, 2024 (the “Facility Agreement”) with Unicredit Bank Serbia JSC Belgrade (“Unicredit Bank”). UniCredit Bank agreed to loan Meridian Serbia up to 2,350,000,000 Serbian dinars (approximately $21,850,000 as of the agreement signing date), pursuant to the terms of the Facility Agreement (the “Loan”).

A total of $11 million of the proceeds from the Loan was paid to the Meridian Sellers pursuant to the terms of the MeridianBet Purchase Agreement.

The Loan is secured by a mortgage on substantially all of Meridian Serbian’s real estate; a pledge by Golden Matrix Serbia of all the outstanding capital stock of Meridian Serbia; a pledge by the Company of all of its ownership in Golden Matrix Serbia; and an assignment of Meridian Serbia’s insurance policies.

On May 16, 2024, the Company entered into a Guaranty Agreement in favor of Unicredit Bank to guarantee in full the repayment of the Loan.

The Loan bears interest at the one-month BELIBOR rate, plus 3.15% per annum (currently approximately 8.75%), payable monthly in arrears.

The Loan is repayable in installments, beginning six months after May 16, 2024, and payable in full by the maturity date, May 17, 2027. The first installment was paid on November 16, 2024.

The Company recorded a debt discount of $908,037 related to the Unicredit Bank facility in connection with advisory services provided by Citigroup Global Markets Limited. The debt discount was amortized to interest expense. As of March 31, 2026, the unamortized debt discount was $327,902.

For the three months ended March 31, 2026, the Company paid $2,566,497 to Unicredit Bank against the loan, including the principal amount of $2,324,490, and interest accrued of $242,007. As of March 31, 2026, and December 31, 2025, the principal balance of the loan was $10,713,329 and $13,327,795.

The contract defines a Financial Covenant stipulating that the financial ratio (Net Debt/Ebitda) must be less than or equal to 3x, with compliance monitored by the bank. As of March 31, 2026, the requirement under the Financial Covenant has been met.

On April 9, 2025, Meridian Serbia entered into a short-term credit line agreement, in the amount of RSD 117,182,900 (equivalent to EUR 1,000,000; approximately $1,173,560) from UniCredit Bank for working capital financing of the Company. The loan has a maturity of 12 months (April 2026); however, the full amount of the loan was repaid prior to the maturity of the credit line, in January 2026. The Bank charges interest at the nominal interest rate equal to one-month BELIBOR plus 2.00% p.a.

For the three months ended March 31, 2026, the Company paid $582,677 to Unicredit Bank against the loan, including the principal amount of $578,552 and interest accrued of $4,125. As of March 31, 2026, and December 31, 2025, the principal balance of the loan was $0 and $586,611, respectively.

Hipotekarna Bank Facility

On March 21, 2024, MeridianBet Montenegro entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $2,141,000 as of the agreement signing date) from Hipotekarna Bank for financing working capital and liquidity of the Company. The term of using the funds is 24 months ending April 2026. The Bank charges effective interest at the annual rate of 5.63% (nominal interest rate 5.3%).

For the three months ended March 31, 2026, the Company paid $204,153 to Hipotekarna Bank against the loan, including the principal amount of $200,220, and interest accrued of $3,933. As of March 31, 2026, and December 31, 2025, the principal balance of the loan was $100,681 and $307,496, respectively.

Igor Salindrija Facility

On April 1, 2024, Meridian Malta entered into a long-term loan, in the amount of EUR 2,000,000 (approximately $2,240,000) from Igor Salindrija, for financing working capital and liquidity of the Company. The loan has a term of 24 months, ending on April 1, 2026, when the entire loan amount becomes due. The effective interest is at the annual rate of 7%.

For the three months ended March 31, 2026, the Company paid $1,268,395 to Igor Salindrija against the loan, including the principal amount of $1,248,480, and interest accrued of $19,915. As of March 31, 2026, and December 31, 2025, the principal balance of the loan was $1,038,174 and $2,350,000, respectively.

As of March 31, 2026, the loan remains outstanding.

Makerplay Entretenimento & Marketing Limitada Facility

On December 1, 2025, the Company entered into a loan agreement with Makerplay Entretenimento & Marketing Limitada (“Makerplay”), under which the Company received a loan in the amount of R$ 5,500,000 (approximately $1,053,882 as of March 31, 2026). The loan originates from funds contributed by the Lender as part of its investment in Meridian Gaming Brasil SCP (PINBET), where Makerplay acts as the silent partner, and the Company (Meridian Gaming Brasil SPE Ltda) acts as the managing partner. The loan bears interest at the statutory rate in accordance with Article 406 of the Brazilian Civil Code and is repayable in full, together with accrued interest, within five years from the execution date of the agreement. As of March 31, 2026 and December 31, 2025, the outstanding principal balance of the loan amounted to $1,053,882 and $999,564, respectively.

As of March 31, 2026 and December 31, 2025, long term liabilities amount to $12,886,475 and $17,171,942, respectively, which are attributable to the Unicredit Bank facility, the Hipotekarna Bank facility, the Igor Salindrija facility, and the Makerplay facility as discussed above.

Maturities of long-term loan as of March 31, 2026 and December 31, 2025, are as follows: