NOTE 15 – SHORT-TERM AND LONG-TERM LOANS

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 June 30, 2026, the unamortized debt discount was $252,232.

For the six months ended June 30, 2026, the Company paid $5,066,106 to Unicredit Bank against the loan, including the principal amount of $4,623,720, and interest accrued of $442,386. As of June 30, 2026, and December 31, 2025, the principal balance of the loan was $8,362,676 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 June 30, 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 had 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. 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 June 30, 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 was 24 months ending in April 2026 and was repaid on maturity. The Bank charges effective interest at the annual rate of 5.63% (nominal interest rate 5.3%).

For the six months ended June 30, 2026, the Company paid $304,834 to Hipotekarna Bank against the loan, including the principal amount of $300,221, and interest accrued of $4,613. As of June 30, 2026, and December 31, 2025, the principal balance of the loan was $0 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 originally had a term of 24 months and was scheduled to mature on April 1, 2026, with interest at an effective annual rate of 7%.

On January 5, 2026, the Company and Igor Salindrija entered into Addendum No. 1 to the loan agreement, which amended the repayment schedule while leaving all other terms and conditions unchanged. Under the amended repayment schedule, the outstanding principal was to be repaid in four installments of EUR 500,000 each due on January 5, 2026, February 1, 2026, March 1, 2026, and April 1, 2026. Interest continued to accrue at an annual rate of 7% on the outstanding principal balance following each partial repayment.

On April 2, 2026, the Company and Igor Salindrija entered into Addendum No. 2 to the Igor Salindrija loan agreement. Under the amended terms, the parties acknowledged that the outstanding principal balance as of April 1, 2026 was EUR 900,000 and agreed to extend the repayment period through September 1, 2026 pursuant to a revised repayment schedule. Interest continues to accrue on the outstanding principal at an annual rate of 7%, with all accrued interest payable together with the final principal installment on September 1, 2026. Except as modified by Addendum No. 2, all other terms and conditions of the loan agreement, as previously amended by Addendum No. 1, remain unchanged.

For the six months ended June 30, 2026, the Company paid $1,509,635 to Igor Salindrija against the loan, including the principal amount of $1,481,220, and interest accrued of $28,415. As of June 30, 2026, and December 31, 2025, the principal balance of the loan was $805,798 and $2,350,000, respectively.

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 $1,062,473 as of June 30, 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 June 30, 2026 and December 31, 2025, the outstanding principal balance of the loan amounted to $1,062,473 and $999,564, respectively.

Loans from former shareholders of Fair Bet Limited

On January 14, 2026, the Company entered into a Share Purchase Agreement (“SPA”) to acquire Fair Bet Limited. Pursuant to the terms of the SPA, the Company assumed an existing shareholder loan that had been provided to Fair Bet Limited by its former shareholders prior to the acquisition. The SPA provides that Fair Bet Limited is obligated to repay the outstanding shareholder loans to the former shareholders. The outstanding loan balance at the acquisition date was approximately EUR 264,783 and is recognized as a long-term financial liability in the accompanying consolidated financial statements. The liability is measured at amortized cost and is reduced as repayments are made.

For the six months ended June 30, 2026, the Company paid $68,400 to former shareholders against the loan. As of June 30, 2026, and December 31, 2025, the principal balance of the loan was $233,330 and $0, respectively.

As of June 30, 2026, long term liabilities amount to $237,123, which are mainly attributable to the loans from former shareholders of Fair Bet Limited, as discussed above. As of December 31, 2025, long term liabilities amount to $6,590,907, which are attributable to the Unicredit Bank Facility, as discussed above.

Maturities of loans as of June 30, 2026 and December 31, 2025, are as follows: