Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Eight Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital

As previously disclosed in the Current Report on Form 8-K filed by Golden Matrix Group, Inc. (the "Company", "Golden Matrix", "we" and "us") with the Securities and Exchange Commission (the "SEC") on April 9, 2024, effective on April 1, 2024, we closed the transactions contemplated by that certain Sale and Purchase Agreement of Share Capital dated January 11, 2023 (as amended and restated from time to time, the "Purchase Agreement") with Aleksandar Milovanović ("Milovanović"), Zoran Milošević ("Milošević") and Snežana Božović ("Božović", and collectively with Milovanović and Milošević,the "Sellers"), the former owners of Meridian Tech Društvo Sa Ograničenom Odgovornošću Beograd, a private limited company formed and registered in and under the laws of the Republic of Serbia ("Meridian Serbia"); Društvo Sa Ograničenom Odgovornošću "Meridianbet" Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws of Montenegro; Meridian Gaming Holdings Ltd., a company formed and registered in the Republic of Malta; and Meridian Gaming (Cy) Ltd, a company formed and registered in the republic of Cyprus (collectively, "MeridianBet Group"). Pursuant to the Purchase Agreement, on April 9, 2024 (the "Closing Date"), and effective on April 1, 2024, we acquired 100% of MeridianBet Group.

Božović is a member of the Board of Directors of the Company; Milošević is the Chief Executive Officer of MeridianBet Group and Milovanović is a greater than 5% stockholder of the Company.

As part of the consideration for the acquisition, we agreed to pay the Sellers, among other consideration, a total of $10,000,000 eighteen (18) months after the Closing Date (the "18 Month Non-Contingent Post-Closing Cash Consideration"), a portion of which has previously been converted into common stock of the Company.

On September 9, 2025, and effective on, August 29, 2025, we and the Sellers entered into an Eight Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (the "Eight Amendment"), which amended the Purchase Agreement to provide that a total of $500,000 of the 18 Month Non-Contingent Post-Closing Cash Consideration owed by the Company to Milovanović would be converted into shares of the Company's common stock pursuant to a Post-Closing Cash Consideration Conversion Agreement (the "Conversion Agreement").

On September 9, 2025, Milovanović and the Company entered into the Conversion Agreement dated August 29, 2025, pursuant to which: (i) on September 9, 2025, and effective on August 29, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement was converted 83,300 shares of Company common stock (based on a conversion price of $1.23 per share)(which shares are in the process of being issued); (ii) on September 9, 2025, and effective on September 5, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement was converted into 98,039 shares of the Company's common stock (based on a conversion price of $1.02 per share, the closing sales price of the Company's common stock on September 5, 2025) (which shares are in the process of being issued); (iii) on September 12, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement will be converted into shares of common stock of the Company based on a conversion price equal to the closing sales price of the Company's common stock on Friday, September 12, 2025; (iv) on September 19, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement will be converted into shares of common stock of the Company based on a conversion price equal to the closing sales price of the Company's common stock on Friday, September 19, 2025; and (v) on September 26, 2025, $100,000 of 18 Month Non-Contingent Cash Consideration owed by the Company to Milovanović under the Purchase Agreement will be converted into shares of common stock of the Company based on a conversion price equal to the closing sales price of the Company's common stock on Friday, September 26, 2025 (collectively, all such shares issued and issuable pursuant to (i) through (v) above, the "Milovanović Shares").

Pursuant to the Conversion Agreement, which included customary representations and warranties of the parties, Milovanović agreed that the shares of common stock issuable in connection therewith were in, and will be in, full and complete satisfaction of the portions of the applicable non-contingent post-closing cash consideration payable to Milovanović.

The remaining 18 Month Non-Contingent Post-Closing Cash Consideration owed to the Sellers continues to be due and payable by the Company on or before October 9, 2025.

The foregoing description of the Eighth Amendment and Conversion Agreement, is not complete and is subject to, and qualified in its entirety by reference to the Eighth Amendment and Conversion Agreement, attached hereto as Exhibits 2.9and 10.1, respectively, which are incorporated in this Item 1.01by reference in their entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The information and disclosures set forth in Item 1.01above are incorporated into this Item 3.02by reference in their entirety.

The Company claims, and plans to claim, an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of the Milovanović Shares, since the offer and sale of such securities did not involve a public offering and the recipient was an "accredited investor". The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.