Golden Matrix Group Inc

(a) Other Information. To the extent that the First Amendment (discussed below) represented a material definitive agreement, the Company is providing the below disclosure in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 1.01, provided that such disclosures below shall not be deemed an admission by the Company that such agreement represented a material definitive agreement.

On June 28, 2024, Meridian Serbia entered into a First Amendment Agreement with Unicredit Bank, amending the Facility Agreement entered into between the parties on May 1, 2024, dated as of April 30, 2024 (the “First Amendment”). Pursuant to the First Amendment, the Facility Agreement was amended to allow for a six month grace period for the payment of accrued interest, during which period Meridian Serbia was not required to pay interest under the Facility Agreement, with all interest accrued during such six month grace period payable on November 18, 2024, and to extend the date that certain documents and a certain legal opinion were due following the parties entry into the Facility Agreement until September 30, 2024 (from 30 days after the effective date of the facility).

Because this Quarterly Report on Form 10-Q is being filed within four business days from the date of the reportable event described below, we have elected to make the following disclosures in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 1.01:

On August 9, 2024, the Company and the Investor entered into a First Amendment to Senior Secured Convertible Promissory Note to amend the events of default set forth in the Secured Convertible Note to provide that it will be an event of default if the Company’s market capitalization is below $250 million for ten consecutive days at any time after December 31, 2024 (previously such applicable starting date for that covenant was the date the Secured Convertible Note was sold).

As a result of the July 2, 2024 sale of the Secured Convertible Note, and the $1.75 floor price associated therewith, the exercise price of those certain warrants to purchase up to 496,429 shares of common stock sold in October 2021, which have an expiration date of October 28, 2024, and originally had an exercise price of $8.63 per share, were automatically re-priced, pursuant to the terms of such warrants, to have an exercise price of $1.75 per share.

(c) Rule 10b5-1 Trading Plans.

Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended June 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”, except as follows: