Golden Matrix Group, Inc.

Previous wording

The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2024 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 as part of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report.

Current wording

The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2024 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 as part of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 24, 2025 (the “2024 Annual Report”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report.

Previous wording

Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS, SST, and USSD applications (discussed in greater detail below) and technologies (as well as customary retail operations). This omni-channel approach seeks to ensure that consumers can access our offerings in different ways, but is also, in certain jurisdictions, essential to overcoming some of the technological challenges faced by consumers in those territories. This approach ensures our customers across diverse regions and connectivity levels can engage with our content and have the same level of user experience.

Current wording

Additionally, our approach to our markets is flexible and omni-channel, encompassing (for example) iOS, Android, mobile browser, desktop, SMS (Short Message Service), SST (Simplified Service Text), and USSD (Unstructured Supplementary Service Data) applications (discussed in greater detail below) and technologies (as well as customary retail operations). This omni-channel approach seeks to ensure that consumers can access our offerings in different ways, but is also, in certain jurisdictions, essential to overcoming some of the technological challenges faced by consumers in those territories. This approach ensures our customers across diverse regions and connectivity levels can engage with our content and have the same level of user experience.

Previous wording

A significant component of our revenue is derived from its comprehensive sports betting offerings, which cover over 800 different leagues, providing more than 11 million bets on over 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and our proprietary risk management platforms.

Current wording

A significant component of our revenue is derived from our comprehensive sports betting offerings, which cover over 800 different leagues, providing more than 11 million bets on over 20,000 sporting events each month, inclusive of in-play betting. Notably, the sports betting technology, odds setting, and our proprietary risk management platforms.

Previous wording

On August 16, 2024, we entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (“Classics”). Classics, through its wholly-owned subsidiary, Classics For A Cause Pty Ltd (“Classics for a Cause”), is an independent online trade promotions company, located 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, caravans, jet skis, boats, and exclusive holiday experiences. On August 21, 2024, we closed the transactions contemplated by the Share Exchange Agreement, which was effective on August 1, 2024.

Current wording

On August 21, 2024 (effective August 1, 2024), we acquired an 80% ownership interest in Classics Holdings Co. Pty Ltd., an Australian proprietary limited company (“Classics Holdings”). Classics Holdings, through its wholly-owned subsidiary, Classics For A Cause Pty Ltd (“Classics for a Cause”), is an independent online trade promotions company, located 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, caravans, jet skis, boats, and exclusive holiday experiences.

Previous wording

We had $29,661,926 of cash on hand and a working capital deficit of $16,077,344 as of March 31, 2025. We believe our cash on hand is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $20 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, as discussed in greater detail below under “Equity Distribution Agreement.”

Current wording

We had $22,136,319 cash on hand and a working capital deficit of $24,599,062 as of June 30, 2025. We believe our cash on hand is sufficient to meet our current working capital and capital expenditure requirements for a period of at least twelve months. We will continue to evaluate our long-term operating performance and cash needs and we believe we are well positioned to continue to fund the long-term operations of our business. We may raise additional equity and debt funding in the future, including up to $18.76 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings, as discussed in greater detail below under “Equity Distribution Agreement” as of the date of this Report.

Previous wording

The Company had $29,661,926 of cash on hand at March 31, 2025 and total assets of $213,953,767 ($45,925,128 of which were current assets) and a working capital deficit of $16,077,344 as of March 31, 2025. The working capital deficit was mainly due to $15,083,173 of current portion of long-term loans included in current liabilities, as well as $19,895,460 of current consideration payable to the Meridian Sellers. Included in total assets at March 31, 2025 was $71,039,070 of goodwill and $56,465,858 in net intangible assets, as discussed in greater detail above under “NOTE 8 – INTANGIBLE ASSETS– SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

Current wording

The Company had $22,136,319 of cash on hand at June 30, 2025 and total assets of $210,274,502 ($38,967,045 of which were current assets) and a working capital deficit of $24,599,062 as of June 30, 2025. The working capital deficit was mainly due to $11,178,710 of current portion of long-term loans included in current liabilities, as well as $25,174,300 of consideration payable to the Meridian Sellers. Included in total assets at June 30, 2025 was $71,262,351 of goodwill and $57,758,135 in net intangible assets, as discussed in greater detail above under “NOTE 8 – INTANGIBLE ASSETS– SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS”, in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”.

Previous wording

The decrease in cash of $464,018 between December 31, 2024 and March 31, 2025, was mainly due to the repayment of debt.

Current wording

The decrease in cash of $7,989,625 between December 31, 2024 and June 30, 2025, was mainly due to the repayment of debt.

Previous wording

In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $14.7 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings (as discussed below), or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to scale down our operations, which could cause our securities to decline in value.

Current wording

In the future, we may be required to seek additional capital, including to pay amounts due pursuant to the terms of the MeridianBet Group Purchase Agreement, and to repay outstanding debt as discussed above, by selling additional debt or equity securities, which may include up to $18.76 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings (as discussed below), or may otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to scale down our operations, which could cause our securities to decline in value.

Previous wording

Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the three months ended March 31, 2025, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.

Current wording

Cash flows from operating activities include net income adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the six months ended June 30, 2025, mainly include stock-based compensation, amortization expenses on intangible assets, depreciation on property plant and equipment and non-cash interest expense related to debt discount amortization.

Previous wording

The Company generated cash from operating activities of $7,739,637 during the three months ended March 31, 2025, due primarily to a $4,122,296 increase in accounts payable and accrued liabilities, $1,040,325 of stock-based compensation, $952,546 of non-cash interest expense related to debt discount amortization, $2,152,640 of amortization expenses relating to intangible assets, and $1,436,247 of depreciation expenses, which was mainly offset by a $258,217 net loss, an $820,433 increase in inventory, and an $897,968 increase in accounts receivable.

Current wording

The Company generated cash from operating activities of $10,117,167 during the six months ended June 30, 2025, due primarily to a $4,530,082 increase in accounts payable and accrued liabilities, $2,456,639 of stock-based compensation, $1,950,094 of non-cash interest expense related to debt discount amortization, $4,618,020 of amortization expenses relating to intangible assets, and $2,780,271 of depreciation expenses, which was mainly offset by a $3,990,108 net loss, an $804,244 increase in taxes payable, and a $1,190,337 increase in accounts receivable.

Previous wording

The Company generated cash from operating activities of $4,457,874 during the three months ended March 31, 2024, due primarily to $3,949,022 of net income, and $1,201,599 of depreciation expenses, which was mainly offset by a $1,979,430 decrease in taxes payable.

Current wording

The Company generated cash from operating activities of $2,553,394 during the six months ended June 30, 2024, due primarily to $3,964,648 of net income, $1,638,052 of stock-based compensation, $2,355,366 of amortization expenses, and $2,028,263 of depreciation expenses, which was offset by a $2,395,597 decrease in accounts payable, a $3,739,539 decrease in taxes payable, and a $1,017,633 increase in prepaid expenses.

Previous wording

During the three months ended March 31, 2025, cash used in investing activities was $5,340,839, which was primarily due to $1,459,642 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $426,700 of consideration paid to acquire Classics, $2,339,700 spent on intangible assets, and $1,107,424 spent on property, plant and equipment.

Current wording

During the six months ended June 30, 2025, cash used in investing activities was $11,903,508, which was primarily due to $1,610,343 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid to acquire subsidiaries, $5,976,880 spent on intangible assets, and $3,574,317 spent on property, plant and equipment.

Previous wording

On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $14.7 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.

Current wording

On November 22, 2024, we entered into an Equity Distribution Agreement with Craig-Hallum Capital Group LLC. Pursuant to the Distribution Agreement, the Company may sell, at its option, up to an aggregate of $20 million in shares of its common stock through Craig-Hallum, as sales agent. Sales of the common stock made pursuant to the Distribution Agreement, if any, will be made under a Registration Statement on Form S-3. Subject to the terms and conditions of the Distribution Agreement, Craig-Hallum may sell the shares, if any, only by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act, including without limitation sales made directly through The Nasdaq Capital Market, by means of ordinary brokers’ transactions, in negotiated transactions, to or through a market maker other than on an exchange or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices and/or any other method permitted by law. The Company is not obligated to sell, and Craig-Hallum is not obligated to buy or sell, any shares of common stock under the Distribution Agreement.

Previous wording

Gross profit. Gross profit increased by $6,504,031, or 37%, to $24,195,961 for the three months ended March 31, 2025, from $17,691,930 for the three months ended March 31, 2024. The increase in gross profit was partially due to the acquisition of Golden Matrix, which contributed $4,336,288 to gross profit in the three months ended March 31, 2025. MeridianBet Group gross profit from online casinos increased by $1,194,544 or 17%; gross profit from online sports betting increased by $711,067, or 11%, and gross profit from retail sports betting and retail casino increased by $199,159, or 5% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase in gross profit was mainly due to the increase in the revenues as discussed above.

Current wording

Gross profit. Gross profit increased by $2,691,477, or 12%, to $24,377,019 for the three months ended June 30, 2025, from $21,685,542 for the three months ended June 30, 2024. Gross profit from online casinos increased by $1,852,126 or 26%; gross profit from online sports betting increased by $243,393, or 4%, and gross profit from retail sports betting and retail casino decreased by $7,136, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase in gross profit was mainly due to the increase in the revenues as discussed above. Gross profit for the three months ended June 30, 2025, from GMAG decreased by $197,176, or 15%, and gross profit from RKings decreased by $580,073, or 28%, due to the decrease in revenues as discussed above. Gross profit from Classics for a Cause was $1,308,517.

Previous wording

General and administrative expenses (G&A). General and administrative expenses increased by $10,304,169, or 74%, to $24,301,978 for the three months ended March 31, 2025, from $13,997,809 for the three months ended March 31, 2024. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities.

Current wording

General and administrative expenses (G&A). General and administrative expenses increased by $5,121,439, or 24%, to $26,681,869 for the three months ended June 30, 2025, from $21,560,430 for the three months ended June 30, 2024. General and administrative expenses consisted primarily of stock-based compensation, depreciation expenses, amortization expenses, salary and wages, professional fees, marketing expenses, rents and utilities.

Previous wording

*Interest expense.*Interest expense increased by $1,466,989, or 33,562%, to $1,471,360 for the three months ended March 31, 2025, from $4,371 for the three months ended March 31, 2024. The increase was mainly due to the amortization of debt discount related to the issuance of the Secured Convertible Note as well as to the accrual of contractual interest expenses on borrowings obtained from commercial banks.

Current wording

*Interest expense.*Interest expense increased by $1,449,185, or 4,461%, to $1,481,669 for the three months ended June 30, 2025, from $32,484 for the three months ended June 30, 2024. The significant increase was primarily driven by the amortization of debt discounts related to the issuance of the October 2024 Secured Convertible Note and the Unicredit Bank Facility, as well as accrued interest on borrowings from commercial banks.

Previous wording

Foreign exchange gain. The foreign exchange gain increased by $420,731, to $433,668 for the three months ended March 31, 2025, from a gain of $12,937 for the three months ended March 31, 2024. This increase was primarily driven by favorable fluctuations in the EUR/RSD/USD exchange rate, which positively impacted the revaluation of the Company’s monetary assets and liabilities denominated in euros and dinars. The appreciation of the euro and dinars against the U.S. dollar during the reporting period resulted in higher unrealized foreign exchange gains.

Current wording

Foreign exchange gain. The foreign exchange loss decreased by $68,003, to $63,455 for the three months ended June 30, 2025, from a loss of $131,458 for the three months ended June 30, 2024. This decrease was primarily driven by favorable fluctuations in the EUR/RSD/USD exchange rate, which positively impacted the revaluation of the Company’s monetary assets and liabilities denominated in euros and dinars. The appreciation of the euro and dinars against the U.S. dollar during the reporting period resulted in higher unrealized foreign exchange gains.

Previous wording

Other Income.* *Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activity. For the three months ended March 31, 2025, and 2024, other income amounted to $505,503 and $493,150, respectively. The increase of $12,353 is attributable to other operating income from the franchise partners such as marketing services, customer support services, staff training services, etc.

Current wording

Other Income. Other income is related to income from marketing services for third-party advertising in MeridianBet Group betting shops, sale of fixed assets, value-added-tax (VAT) refunds, income from compensation for damages, income from reduction of liabilities and other income that is not directly related to the Company's core activity. For the three months ended June 30, 2025, and 2024, other income amounted to $591,576 and $509,759, respectively. The increase of $81,817 is attributable to other operating income from the franchise partners such as marketing services, customer support services, staff training services, etc.

Previous wording

Provision for income taxes. Our effective tax rate was (38.4)% and 6.7% for the three months ended March 31, 2025 and March 31, 2024, respectively. The decrease in the effective income tax rate for the quarter ended March 31, 2025 compared to the same period in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.

Current wording

Provision for income taxes. Our effective tax rate was (16.3)% and 97.1% for the three months ended June 30, 2025 and June 30, 2024, and (4.0)% and 16.9% for the six months ended June 30, 2025 and June 30, 2024, respectively. The decrease in the effective income tax rate for the three and six months ended June 30, 2025 compared to the same periods in 2024 is primarily due to changes in the mix of our earnings and tax expenses between the U.S. and foreign countries.

Previous wording

Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended March 31, 2025, and 2024, net loss attributable to noncontrolling interest amounted to $26,609 and $41,712, respectively. The decrease was primarily due to the profits from Classics which the Company acquired in August 2024.

Current wording

Net income (loss) attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest in the acquired entity is measured at their proportionate share of the acquired entity’s and for (a) Meridian Gaming Brazil SPE Ltda in the percentage of 30% (b) Fair Champions Meridian Ltd. Cyprus in the percentage of 49%, and (c) Classics Holding Pty Ltd Australia in the percentage of 20%. For the three months ended June 30, 2025, and 2024, net loss attributable to noncontrolling interest amounted to $147,546 and $49,299, respectively. The increase was primarily driven by a higher net loss attributable to the noncontrolling interest in the acquired entities.

Previous wording

*Revenue.*Revenue increased by $17,872,466, or 72%, to $42,723,053 for the three months ended March 31, 2025, from $24,850,587 for the three months ended March 31, 2024. The increase was primarily attributable to the acquisition of Golden Matrix, which contributed $14,997,337 of revenues in the three months ended March 31, 2025. $11,156,066 of the revenues were from prize competitions and trade promotions, $3,298,859 of the revenues were from resale of third-party gaming content, and $542,412 of the revenues were from the online casino in Mexico, all of which did not exist until the acquisition of Golden Matrix. Revenues from online casino from MeridianBet Group increased by $1,608,124, or 16%, to $11,395,428 for the three months ended March 31, 2025, from $9,787,304 for the three months ended March 31, 2024, mainly due to the increase in the offer of online casino games from different providers to 2,000+, the integration of two new providers: Skywind & Quickfire, the launching of the new game "Candy’s Bonanza" from the Company’s studio Expanse, which became a top 10 most popular game in the first quarter of 2025, and revenues from online sports betting which increased by $938,472, or 11%, to $9,851,335 for the three months ended March 31, 2025, from $8,912,863 for the three months ended March 31, 2024, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which features three AI models: Ticket Recommender, Events Recommender, and Casino Recommender, as well as intensified marketing campaigns and new sponsorship agreements. Revenues from retail sports betting and retail casino increased by $244,994, or 5%, to $5,676,052 for the three months ended March 31, 2025, from $5,431,059 for the three months ended March 31, 2024, mainly due to the increase in the offer of the brand new slot machines (120) and impact of betting shop promotions, especially during the period of reduced sports activity (in January and February).

Current wording

Revenues from online casino increased by $4,498,809, or 23%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of eleven new providers: Skywind, Quickfire, 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso and Felix Gaming, the launching of the new games: "Candy’s Bonanza" & "Gates of Olympia" from the Company’s studio Expanse, which became part of the top 10 most popular games in the first six months of 2025; revenues from online sports betting which increased by $1,823,654, or 10%, mainly due to the launch of our fifth-generation sports betting and online casino platform – ATLAS – in 2024, which includes three key new features, such as: Bet Boost – enhanced odds on selected bets, Auto Cashout – automatic cashout based on predefined conditions, and Early Payout – settlement of bets before the final result, as well as a complete redesign of the entire sports webpage, improvements to the live betting offered through the Watch & Bet feature, and an increase in live streams, especially for tennis; revenues from retail sports betting and retail casino which increased by $394,745, or 4%, mainly due to the increase in the offer of the 60 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, especially during the period of traditionally reduced sports activity (in June); and increased revenues from the GMAG segment, RKings, and Classics for a Cause compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and as a result, revenues generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

Previous wording

*COGS.*Costs of goods (COGS) sold increased by $11,368,435, or 159%, to $18,527,092 for the three months ended March 31, 2025, from $7,158,657 for the three months ended March 31, 2024. The increase was primarily attributable to the acquisition of Golden Matrix, which contributed $10,661,049 to COGS in the three months ended March 31, 2025. A total of $7,954,453 of the COGS was from prize competitions, and $2,679,560 of the COGS was from resale of third-party gaming content, both of which did not exist until the acquisition of Golden Matrix effective on April 1, 2024. MeridianBet Group COGS from online casino, online sports betting, retail casino and retail sports betting increased by $695,314 in total, or 10%, to $7,555,098 for the three months ended March 31, 2025, from $6,859,784 for the three months ended March 31, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs which were in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting.

Current wording

COGS. Costs of goods sold increased by $12,507,084, or 50%, to $37,395,441 for the six months ended June 30, 2025, from $24,888,357 for the six months ended June 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $2,593,538 in total, or 19%, to $16,574,445 for the six months ended June 30, 2025, from $13,980,907 for the six months ended June 30, 2024, mainly due to the increase in the variable amounts of gaming tax and software fee costs in line with the increase in income from online casinos, online sports betting, retail casinos and retail sports betting. COGS from the GMAG segment, RKings, and Classics for a Cause increased by $9,913,546, or 91%, compared to the same period in the prior year, primarily due to the acquisition of Golden Matrix becoming effective on April 1, 2024, and because, as a result, COGS generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

Previous wording

Stock-based compensation (within G&A) for the three months ended March 31, 2025, was $1,040,325, compared to $0 for the three months ended March 31, 2024, a $1,040,325 increase from the prior period, which was due mainly to the RSUs granted to employees and directors of the Company, as well as shares issued for services during the period.

Current wording

Stock-based compensation (within G&A) for the six months ended June 30, 2025, was $2,368,036, compared to $1,558,296 for the six months ended June 30, 2024, an $809,740 increase from the prior period, which was due mainly to the RSUs granted to employees and directors of the Company in the current period, as well as shares issued for services during the period.

Previous wording

Amortization expenses for the three months ended March 31, 2025, were $2,152,640, compared to $442,319 for the three months ended March 31, 2024, a $1,710,321, or 387% increase from the prior period, which was due mainly to the amortization of the new intangible assets recognized as a result of the acquisition of Golden Matrix.

Current wording

Amortization expenses for the six months ended June 30, 2025, were $4,618,020, compared to $2,355,366 for the six months ended June 30, 2024, a $2,262,654, or 96% increase from the prior period, which was due mainly to the amortization of new intangible assets recognized as a result of the acquisition of Golden Matrix and Classics Holdings.

Previous wording

Salaries and wages for the three months ended March 31, 2025, were $6,290,867, compared to $4,328,524 for the three months ended March 31, 2024, a $1,962,343 or 45% increase from the prior period, which was due partially to $1,066,228 of salaries paid to employees of Golden Matrix after the acquisition. Salaries paid to employees of the MeridianBet Group increased by $896,115 for the three months ended March 31, 2025, compared to 2024, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets for the current period, as well as an increase in employee salaries, compared to the prior period.

Current wording

Salaries and wages for the six months ended June 30, 2025, were $13,132,804, compared to $9,581,773 for the six months ended June 30, 2024, a $3,551,031 or 37% increase from the prior period, which was due partially to a $1,538,091 increase in salaries to employees of Golden Matrix after the acquisition of Golden Matrix. Salaries paid to employees of MeridianBet Group increased by $2,012,940, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets

Previous wording

Marketing expenses for the three months ended March 31, 2025, were $6,045,796, compared to $3,061,934 for the three months ended March 31, 2024, a $2,983,862 or 98% increase from the prior period, which was due partially to the $1,825,412 marketing fees from Golden Matrix after the acquisition in connection with prize competition in UK, trade promotion in Australia and online casino business in Mexico, and resale of gaming content in the Asia Pacific region. Marketing expenses of MeridianBet Group increased by $1,158,450 for the three months ended March 31, 2025, compared to the same period in 2024, primarily driven by raised budgets across all Ads channels (Google, Meta, etc.), as well as new sponsorship agreements with: FNC – Fight Nation Championship, the football club AEL from Cyprus, the women’s basketball club Red Star, the basketball club Vršac and the expansion of the partnership with the basketball club Red Star.

Current wording

Marketing expenses for the six months ended June 30, 2025, were $12,751,378, compared to $7,519,938 for the six months ended June 30, 2024, a $5,231,440 or 70% increase from the prior period, which was mainly due to increased advertising budgets across all Ads channels (Google, Meta, etc.), as well as new sponsorship agreements with: FNC – Fight Nation Championship, BLS – the Basketball League of Serbia, the football club AEL from Cyprus, the women’s basketball club Red Star, the basketball club Vršac, new collaborations with influencers (TikTok creators), and the deployment of promotional teams across the countries. Additionally, marketing expenses incurred from January to March 2024 of Golden Matrix were not included in the prior-year comparative period, as the acquisition of Golden Matrix became effective on April 1, 2024.

Previous wording

*Interest earned.*Interest earned increased by $9,054, or 26%, to $43,936 for the three months ended March 31, 2025, from $34,882 for the three months ended March 31, 2024. The increase was mainly due to the interest from term deposits with our banks.

Current wording

Interest earned. Interest earned decreased by $43,728, or 42%, to $60,820 for the six months ended June 30, 2025, from $104,548 for the six months ended June 30, 2024. The decrease was due to the decrease in the term deposits with our banks.

Previous wording

Net income (loss) attributable to GMGI. Net income attributable to GMGI decreased by $4,222,342, or 106%, to $(231,608) for the three months ended March 31, 2025, from net income of $3,990,734 for the three months ended March 31, 2024. The decrease was mainly due to an increase in the general and administrative expenses, and interest expenses, each as discussed above.

Current wording

Net income (loss) attributable to GMGI. Net loss attributable to GMGI increased by $7,871,612, or -194%, to a net loss of $3,815,953 for the six months ended June 30, 2025, from net income of $4,055,659 for the six months ended June 30, 2024. The decrease was mainly due to an increase in the general and administrative expenses, and interest expenses, each as discussed above.