Golden Matrix Group, Inc.

Previous wording

Our casino offerings include a mix of in-house developed games from Expanse Studios and a selection of titles from renowned third-party casino providers. These providers include Games Global, BluOcean, Relax, Oryx, Playtech, iSoftbet, Leap, Evolution, Easit, Amusnet, Thunderkick, Spribe, Habanero, PG Soft, Greentube, EvoPlay, Wazdan, Pragmatic Play, Playson, Fazi, Endorphina, Spearhead, CT Interactive, Kiron, and Platipus. We have established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for our players via a vibrant and ever-expanding casino game library.

Current wording

Our casino offerings include a mix of in-house developed games from Expanse Studios and a selection of titles from renowned third-party casino providers. These providers include Games Global, BluOcean, Relax, Oryx, Playtech, iSoftbet, Leap, Evolution, Easit, Amusnet, Thunderkick, Spribe, Habanero, PG Soft, Greentube, EvoPlay, Wazdan, Pragmatic Play, Playson, Fazi, Endorphina, Spearhead, CT Interactive, Kiron, Platipus, 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso, Felix Gaming, 7777 Gaming, Big Time Gaming, Push Gaming and Slotopia. We have established revenue-sharing agreements with such providers to offer a wide variety of casino games, ensuring a diverse and engaging casino experience for our players via a vibrant and ever-expanding casino game library.

Previous 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.

Current wording

We had $22,042,638 cash on hand and a working capital deficit of $(25,266,465) as of September 30, 2025. We believe our cash on hand, supplemented by proceeds from the ATM offering, 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 $17.6 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 $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”.

Current wording

The Company had $22,042,638 of cash on hand at September 30, 2025 and total assets of $209,775,592 ($39,146,005 of which were current assets) and a working capital deficit of $(25,266,465) as of September 30, 2025. The working capital deficit was mainly due to $10,890,846 of current portion of long-term loans included in current liabilities, as well as $24,314,672 of consideration payable to the Meridian Sellers. Included in total assets at September 30, 2025 was $71,305,353 of goodwill and $57,553,457 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 $7,989,625 between December 31, 2024 and June 30, 2025, was mainly due to the repayment of debt.

Current wording

The decrease in cash of $8,083,306 between December 31, 2024 and September 30, 2025, was mainly due to the repayment of debt, investment in fixed assets and consideration paid to the former owners of MeridianBet Group, offset by cash provided by operating activities.

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 $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.

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 $17.6 million that is available to be sold under our November 22, 2024, Equity Distribution Agreement in at-the-market offerings (as discussed below) as of the date of this Report, 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, or the conversion of outstanding debt into equity as has occurred in the past 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

See “NOTE 15 – LONG TERM LIABILITIES” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on the Company’s debts and lending facilities.

Current wording

See “Note 15 – Long-Term Liabilities” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, for more details on the Company’s debts and lending facilities, including the Secured Convertible Note.

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 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.

Current wording

Cash flows from operating activities include net income (loss) adjusted for certain non-cash expenses, and changes in operating assets and liabilities. Non-cash expenses for the nine months ended September 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 $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.

Current wording

The Company generated cash from operating activities of $17,149,595 during the nine months ended September 30, 2025, due primarily to a $6,169,306 increase in accounts payable and accrued liabilities, $3,003,054 of stock-based compensation, $2,025,763 of non-cash interest expense related to debt discount amortization, $7,193,854 of amortization expenses relating to intangible assets, and $4,193,434 of depreciation expenses, which was mainly offset by a $3,576,306 net loss, a $1,430,867 increase in inventories, and a $1,414,498 increase in accounts receivable.

Previous 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.

Current wording

The Company generated cash from operating activities of $7,317,099 during the nine months ended September 30, 2024, due primarily to $669,019 of net income, $3,252,803 of stock-based compensation, $4,317,523 of amortization expenses, and $3,173,473 of depreciation expenses, which was offset by a $1,131,848 increase in inventories, a $3,903,981 decrease in taxes payable, and a $2,030,489 increase in accounts receivable.

Previous 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.

Current wording

During the nine months ended September 30, 2025, cash used in investing activities was $15,106,190, which was primarily due to $1,709,971 of consideration paid to the former owners of MeridianBet Group in connection with the Meridian Purchase, $715,650 of consideration paid for the acquisition of Classics and minority interest in Meridian Gaming S.A.C. Peru and Meridian Worldwide Ltd. Cyprus, $8,229,598 spent on intangible assets, and $4,424,257 spent on property, plant and equipment.

Previous wording

During the six months ended June 30, 2024, cash used in investing activities was $11,186,276, which was primarily due to $23,000,000 consideration paid to the former owners of MeridianBet Group in connection with the Purchase, $4,025,569 spent on intangible assets, and the $1,523,493 spent on property, plant and equipment, and partially offset by $17,355,360 in cash assumed from investment in Golden Matrix.

Current wording

During the nine months ended September 30, 2024, cash used in investing activities was $21,706,531, which was primarily due to $23,294,833 of consideration paid to the former owners of MeridianBet Group in connection with the Purchase, $4,452,143 of consideration paid to acquire Classics, $9,598,234 spent on intangible assets, and the $3,979,633 spent on property, plant and equipment, and partially offset by $17,355,360 in cash assumed from investment in Golden Matrix.

Previous wording

During the six months ended June 30, 2025, cash used in financing activities totaled $14,301,175. This was primarily driven by debt repayments of $15,060,133 and lease repayments of $1,093,927, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,173,560) from UniCredit Bank, and $632,813 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.

Current wording

During the nine months ended September 30, 2025, cash used in financing activities totaled $17,124,592. This was primarily driven by debt repayments of $17,989,308 and lease repayments of $1,999,714, partially offset by $1,172,000 in loan proceeds, attributable to short-term credit line agreement in the amount of EUR 1,000,000 (approximately $1,173,560) from UniCredit Bank, and $1,692,430 in net proceeds after commissions, from the sale of common stock under the Distribution Agreement as part of at-the-market sales.

Previous wording

During the six months ended June 30, 2024, cash provided by financing activities was $23,166,197, which was primarily due to proceeds from loans of $25,451,100, attributable to the Unicredit Bank facility, Hipotekarna Bank facility and the Igor Salindrija borrowing, which was offset by repayment of lease of $1,266,056.

Current wording

During the nine months ended September 30, 2024, cash provided by financing activities was $32,716,355, which was primarily due to proceeds from loans of $26,870,400, attributable to the Unicredit Bank facility, Hipotekarna Bank facility and the Igor Salindrija borrowing, and proceeds from convertible note and warrant of $9,685,305, relating to the Senior Convertible Note and Lind Warrants, discussed in greater detail above in the notes to consolidated financial statements under “Note 15 – Long-Term Liabilities—Lind Global Asset Management VIII LLC Securities SPA / Promissory Note”, which was offset by repayment of lease of$1,928,562 and repayment of debt of $1,174,383.

Previous wording

The Company experienced a net decrease in cash of $7,989,625 for the six months ended June 30, 2025, primarily due to repayments of loans and borrowings as noted above. This was partially offset by an $8,097,891 increase in cash resulting from exchange rate fluctuations, driven by the depreciation of the U.S. Dollar against other currencies, including the Euro (EUR), Serbian Dinar (RSD), Peruvian Sol (PEN), Tanzanian Shilling (TZS), and Brazilian Real (BRL).

Current wording

The Company experienced a net decrease in cash of $8,083,306 for the nine months ended September 30, 2025, primarily due to repayments of loans and borrowings as noted above. This was partially offset by a $6,997,881 increase in cash resulting from exchange rate fluctuations, driven by the depreciation of the U.S. Dollar against other currencies, including the Euro (EUR), Serbian Dinar (RSD), Peruvian Sol (PEN), Tanzanian Shilling (TZS), and Brazilian Real (BRL).

Previous wording

During the six months ended June 30, 2025, we sold an aggregate of 374,919 shares of our common stock under the ATM Program for net proceeds of approximately $662,600, after deducting commissions. Of this amount, $29,787 was received in July 2025. Since June 30, 2025 and through the date of this Report, we have sold an aggregate of 320,934 shares of our common stock under the ATM Program for net proceeds of approximately $535,560, after deducting commissions.

Current wording

During the nine months ended September 30, 2025, we sold an aggregate of 1,107,249 shares of our common stock under the ATM Program for net proceeds of approximately $1,733,829, after deducting commissions. Since September 30, 2025 and through the date of this Report, we have sold an aggregate of 577,418 shares of our common stock under the ATM Program for net proceeds of approximately $598,110, after deducting commissions.

Previous wording

As of the date of this Report, we are eligible to sell up to an additional $18.76 million under the Distribution Agreement, subject to the terms thereof and subject to the limitations of Form S-3, which prohibit us, for so long as our non-affiliate market capitalization remains below $75 million, from selling securities valued at more than one-third of our non-affiliate float every 12 months.

Current wording

As of the date of this Report, we are eligible to sell up to an additional $17.6 million under the Distribution Agreement, subject to the terms thereof and subject to the limitations of Form S-3, which prohibit us, for so long as our non-affiliate market capitalization remains below $75 million, from selling securities valued at more than one-third of our non-affiliate float every 12 months.

Previous wording

Three months endedJune 30***,2025******, compared to the three months endedJune 30, 2024.***

Current wording

Three months endedSeptember 30***,2025******, compared to the three months endedSeptember 30, 2024.***

Previous wording

*Revenue.*Revenue increased by $3,830,126, or 10%, to $43,245,368 for the three months ended June 30, 2025, from $39,415,242 for the three months ended June 30, 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.

Current wording

*Revenue.*Revenue increased by $6,323,979, or 15%, to $47,316,308 for the three months ended September 30, 2025, from $40,992,329 for the three months ended September 30, 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.

Previous wording

Revenues from online casino increased by $2,890,685, or 29%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of nine new providers: 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso and Felix Gaming, the launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 10 most popular game in the second quarter of 2025; revenues from online sports betting which increased by $885,182, 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 increased by $149,751, or 3%, 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 historically reduced sports activity (i.e., June); revenues from the GMAG segment decreased by $965,829, or 21%, primarily due to reduced usage by several key customers, driven by increased market competition, and the Company focusing on expanding the range of products offered through the GMAG system and enhancing product margins; revenues from RKings decreased by $1,280,332, or 13%, mainly due to cost-cutting changes in marketing strategy during 2025 Q2; and revenues from Classics for a Cause were $2,029,926, reflecting the contribution from the business following its acquisition, which became effective on August 1, 2024. Additionally, gross profit after marketing expenses improved by $291,458 in 2025 Q2 compared to 2025 Q1. The Company has since implemented a new marketing system and hired a specialist to boost efficiency and support future growth.

Current wording

Revenues from online casino increased by $3,410,939, or 30%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 13 new providers: 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso, Felix Gaming, 7777 Gaming, Big Time Gaming, Push Gaming and Slotopia the launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 5 most popular game in the third quarter of 2025; revenues from online sports betting which increased by $1,732,990, or 20%, 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 increased by $1,445,423, or 27%, mainly due to the increase in the offer of the 85 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, such as the “happy hour” and slot promotions; revenues from the GMAG segment decreased by $762,015, or 18%, primarily due to reduced usage by several key customers, driven by increased market competition, and the Company focusing on expanding the range of products offered through the GMAG system and enhancing product margins; revenues from RKings increased by $150,105, or 2%, mainly due to changes in marketing strategy; and revenues from Classics for a Cause increased by $233,037, or 11%, as Classics for a Cause was acquired effective on August 1, 2024 with only two months of results included in the comparable prior-year period.

Previous wording

*COGS.*Costs of goods (COGS) sold increased by $1,138,649, or 6%, to $18,868,349 for the three months ended June 30, 2025, from $17,729,700 for the three months ended June 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $1,886,152 in total, or 28%, to $8,708,402 for the three months ended June 30, 2025, from $6,822,250 for the three months ended June 30, 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; COGS from the GMAG segment decreased by $768,653, or 23%, to $2,543,947, down from $3,312,600 in the prior-year period, mainly due to reduced usage by several key customers; COGS from RKings declined by $700,259, or 9%, to $6,894,591, compared to $7,594,850 for the three months ended June 30, 2024, primarily due to the decreased number of competitions; and COGS from the recently acquired Classics for a Cause business totaled $721,409 for the quarter—there were no comparable costs in the same period last year, as the acquisition became effective on August 1, 2024.

Current wording

*COGS.*Costs of goods (COGS) sold increased by $2,340,723, or 13%, to $20,929,885 for the three months ended September 30, 2025, from $18,589,162 for the three months ended September 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $2,798,431 in total, or 38%, to $10,180,888 for the three months ended September 30, 2025, from $7,382,457 for the three months ended September 30, 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; COGS from the GMAG segment, RKings, and Classics for a Cause decreased by $457,708, or 4%, to $10,748,997, down from $11,206,705 in the prior-year period, mainly due to reduced usage by several key customers in the GMAG segment.

Previous 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.

Current wording

Gross profit. Gross profit increased by $3,983,256, or 18%, to $26,386,423 for the three months ended September 30, 2025, from $22,403,167 for the three months ended September 30, 2024. Gross profit from online casinos increased by $1,946,908 or 24%; gross profit from online sports betting increased by $893,721, or 15%; gross profit from retail sports betting and retail casino increased by $813,721 or 22%; and gross profit from franchise fee increased by $45,951 or 28%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in gross profit was mainly due to the increase in the revenues as discussed above. Gross profit from the GMAG segment increased by $3,670; gross profit from RKings decreased by $37,454, or 3%; and gross profit from Classics for a Cause increased by $112,619, or 8%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous 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.

Current wording

General and administrative expenses (G&A). General and administrative expenses increased by $3,394,494, or 15%, to $26,774,044 for the three months ended September 30, 2025, from $23,379,550 for the three months ended September 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

Stock-based compensation (within G&A) for the three months ended June 30, 2025, was $1,327,711, compared to $1,558,296 for the three months ended June 30, 2024, a $230,585 decrease from the prior period, which was due mainly to the reduced number of RSUs granted during the period.

Current wording

Stock-based compensation (within G&A) for the three months ended September 30, 2025, was $546,415, compared to $1,644,916, for the three months ended September 30, 2024, a $1,098,501 decrease from the prior period, which was due mainly to the reduced number of RSUs granted during the period.

Previous wording

Amortization expenses for the three months ended June 30, 2025, were $2,465,380, compared to $1,913,047 for the three months ended June 30, 2024, a $552,333, or 29% increase from the prior period, which was due mainly to the capitalization of a significant portion of software that had been in development during the current period.

Current wording

Amortization expenses for the three months ended September 30, 2025, were $2,575,834, compared to $1,962,157 for the three months ended September 30, 2024, a $613,677, or 31% increase from the prior period, which was due mainly to the capitalization of a significant portion of software that had been in development during the current period.

Previous wording

Salaries and wages for the three months ended June 30, 2025, were $6,841,937, compared to $5,253,249 for the three months ended June 30, 2024, a $1,588,688 or 30% increase from the prior period, which was due 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 three months ended September 30, 2025, were $6,550,945, compared to $5,706,182, for the three months ended September 30, 2024, a $844,763 or 15% increase from the prior period, which was due 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.

Previous wording

Professional fees for the three months ended June 30, 2025, were $1,155,410, compared to $1,238,223 for the three months ended June 30, 2024, an $82,813 or 7% decrease from the prior period. The higher professional fees in the prior year were mainly due to the acquisition with Golden Matrix.

Current wording

Professional fees for the three months ended September 30, 2025, were $933,433, compared to $992,009, for the three months ended September 30, 2024, a $58,576 or 6% decrease from the prior period.

Previous 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.

Current wording

Foreign exchange gain. The foreign exchange gain for the three months ended September 30, 2025 was $817,201, compared to foreign exchange loss of $219,060 for the three months ended September 30, 2024. The improvement was primarily attributable to favorable movements in the EUR/RSD/USD/GBP exchange rates, which positively affected the revaluation of the Company’s monetary assets and liabilities denominated in euros, pounds, and dinars.

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 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.

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 activities. For the three months ended September 30, 2025, and 2024, other income amounted to $634,458 and $495,654, respectively. The increase of $138,804 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 (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.

Current wording

Provision for income taxes. Our effective tax rate was 32.8% and (130.2)% for the three months ended September 30, 2025 and September 30, 2024, and (11.1)% and 80.0% for the nine months ended September 30, 2025 and September 30, 2024, respectively. The change in the effective income tax rate for the three and nine months ended September 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 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.

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 September 30, 2025, and 2024, net income (loss) attributable to noncontrolling interest amounted to $(152,212) and $109,935, respectively. The loss was primarily driven by an increase in general and administrative expenses in a new operational territory where we have commenced business operations — Brazil.

Previous 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.

Current wording

Net income (loss) attributable to GMGI. Net income attributable to GMGI increased by $3,971,578 to $566,014 for the three months ended September 30, 2025, compared to a net loss of $3,405,564 for the three months ended September 30, 2024. The improvement was primarily driven by higher revenues and gross profit, lower stock-based compensation expense, and favorable foreign exchange movements, each as discussed above.

Previous wording

Revenue. Revenue increased by $21,702,592, or 34%, to $85,968,421 for the six months ended June 30, 2025, compared to $64,265,829 for the same period in 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.

Current wording

Revenue. Revenue increased by $28,026,571, or 27%, to $133,284,729 for the nine months ended September 30, 2025, compared to $105,258,158 for the same period in 2024. The following table sets forth a summary of the key components of revenues for the interim periods indicated.

Previous 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.

Current wording

Revenues from online casino increased by $7,909,749, or 26%, mainly due to the increase in the offer of online casino games from different providers to 2,500+, the integration of 13 new providers: 3 Oaks Gaming, Turbo Games, Tada Gaming, Onlyplay, Mancala, Caleta, Gamzix, Fugaso, Felix Gaming, 7777 Gaming, Big Time Gaming, Push Gaming and Slotopia the launching of the new game "Gates of Olympia" from the Company’s studio Expanse, which became a top 5 most popular game in the third quarter of 2025; revenues from online sports betting which increased by $3,556,644, or 13%, 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 $1,840,168, or 11%, mainly due to the increase in the offer of the 85 brand new latest-generation IMPERA brand slot machines and the impact of betting shop promotions, such as the “happy hour” and slot promotions; 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 that 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 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.

Current wording

COGS. Costs of goods sold increased by $14,847,807, or 34%, to $58,325,326 for the nine months ended September 30, 2025, from $43,477,519 for the nine months ended September 30, 2024. COGS from online casino, online sports betting, retail casino and retail sports betting increased by $5,391,969 in total, or 25%, to $26,755,333 for the nine months ended September 30, 2025, from $21,363,364 for the nine months ended September 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 $9,455,838, or 43%, 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

Gross profit. Gross profit increased by $9,195,508, or 23%, to $48,572,980 for the six months ended June 30, 2025, from $39,377,472 for the six months ended June 30, 2024. Gross profit from online casino increased by $3,048,628 or 22% and gross profit from online sports betting increased by $952,288, or 7%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in the gross profit was mainly due to the increase in the revenues as discussed above. Gross profit from the GMAG segment, RKings, and Classics for a Cause increased by $4,867,556, or 145%, 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, gross profits generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

Current wording

Gross profit. Gross profit increased by $13,178,764, or 21%, to $74,959,403 for the nine months ended September 30, 2025, from $61,780,639 for the nine months ended September 30, 2024. Gross profit from online casino increased by $5,007,987 or 23%; gross profit from online sports betting increased by $2,033,408, or 11%; gross profit from retail sports betting and retail casino increased by $1,029,068 or 10%; and gross profit from franchise fee increased by $161,909 or 35%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Gross profit from the GMAG segment, RKings, and Classics for a Cause increased by $4,946,391, or 67%, 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, gross profits generated by these segments for the period from January to March 2024 were not included in the prior-year comparative figures.

Previous wording

General and administrative expenses. The general and administrative expenses increased by $15,425,608, or 43%, to $50,983,847 for the six months ended June 30, 2025, from $35,558,239 for the six months ended June 30, 2024. The 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. The general and administrative expenses increased by $18,820,102, or 32%, to $77,757,891 for the nine months ended September 30, 2025, from $58,937,789 for the nine months ended September 30, 2024. The 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

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.

Current wording

Stock-based compensation (within G&A) for the nine months ended September 30, 2025, was $2,914,451, compared to $3,203,212, for the nine months ended September 30, 2024, a $288,761, or 9% decrease from the prior period, which was due mainly to the reduced number of RSUs granted during the period.

Previous 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.

Current wording

Amortization expenses for the nine months ended September 30, 2025, were $7,193,854, compared to $4,317,523, for the nine months ended September 30, 2024, an increase of $2,876,331, or 67%. The increase was primarily attributable to the amortization of newly recognized intangible assets resulting from the acquisitions of Golden Matrix and Classics Holdings, as well as the capitalization and subsequent amortization of a significant portion of software development costs during the current period.

Previous 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

Current wording

Salaries and wages for the nine months ended September 30, 2025, were $19,683,749, compared to $15,287,955, for the nine months ended September 30, 2024, a $4,395,794 or 29% increase from the prior period, which was due partially to a $1,593,041 increase in salaries to employees of Golden Matrix after the acquisition of Golden Matrix. Salaries paid to employees of MeridianBet Group increased by $2,802,753, which was due mainly to increased headcount to both support revenue growth and to enable the entry into new markets

Previous wording

Professional fees for the six months ended June 30, 2025, were $2,075,650, compared to $1,586,112 for the six months ended June 30, 2024, a $489,538 or 31% increase from the prior period. The increase was primarily due to the fact that professional fees 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.

Current wording

Professional fees for the nine months ended September 30, 2025, were $3,009,083, compared to $2,578,121, for the nine months ended September 30, 2024, a $430,962 or 17% increase from the prior period. The increase was primarily due to the fact that professional fees 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.