Golden Matrix Group, Inc.

Previous wording

We had $22,136,319 cash on hand and a working capital deficit of $24,599,062 as of June 30, 2025. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we do not anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months, but may require additional funding in the future to support our operations and/or may seek to raise additional funding in the future to expand or complete acquisitions. We also anticipate needing to raise funding to repay the $18.0 million owed under the Facility Agreement (as discussed in greater detail above under “NOTE 15. LONG TERM LIABILITIES—Unicredit Bank Facility” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, as of June 30, 2025, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group.

Current wording

We had $22,042,638 cash on hand and a working capital deficit of $25,266,465 as of September 30, 2025. With our current cash on hand, expected revenues, and availability under the Equity Distribution Agreement and based on our current average monthly expenses, we do not anticipate the need for additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months, but may require additional funding in the future to support our operations and/or may seek to raise additional funding in the future to expand or complete acquisitions. We also anticipate needing to raise funding to repay the $15.7 million owed under the Facility Agreement (as discussed in greater detail above under “Note 15 – Long-Term Liabilities — UniCredit Bank Facility” in the notes to the financial statements included under “Part I. Financial Information—Item 1. Financial Statements”, as of September 30, 2025, and to pay certain post-closing amounts due in connection with the acquisition of the MeridianBet Group, which total $24,314,672 as of the date of this Report.

Previous wording

The consideration payable to the Meridian Sellers includes cash and stock which will come due in the future. The unpaid portion of the purchase price currently includes: (i) $10,174,300 in cash, which is due on or before October 9, 2025; and (ii) promissory notes in the amount of $15,000,000, due on or before (April 9, 2026).

Current wording

The consideration payable to the Meridian Sellers includes cash and stock which will come due in the future. The unpaid portion of the purchase price currently includes: (i) cash in the amount of $9,314,672, of which $9,099,672 was due on October 9, 2025; and (ii) promissory notes in the amount of $15,000,000, due on or before (April 9, 2026).

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

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks, our common stock has traded as high as $3.06 per share and as low as $1.33 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock.

Current wording

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. During the last 52 weeks, our common stock has traded as high as $3.06 per share and as low as $0.91 per share. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock.

Previous wording

As of the date of this Report, we had 380,000 shares of common stock issuable upon the exercise of outstanding options to purchase shares of common stock at a weighted-average exercise price of $2.23 per share; 750,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock at an exercise price of $4.00 per share; and 1,972,836 shares of common stock issuable upon the vesting of Restricted Stock Unit equity awards that were granted under our equity incentive plans.

Current wording

As of the date of this Report, we had 280,000 shares of common stock issuable upon the exercise of outstanding options to purchase shares of common stock at a weighted-average exercise price of $2.07 per share; 750,000 shares of common stock issuable upon the exercise of outstanding warrants to purchase shares of common stock at an exercise price of $4.00 per share; and 1,986,586 shares of common stock issuable upon the vesting of Restricted Stock Unit equity awards that were granted under our equity incentive plans.

Previous wording

The Lind Warrant entitles the holder to purchase up to 750,000 shares of common stock of the Company until July 1, 2029, at an exercise price of $4.00 per warrant share, subject to customary adjustments, and a 4.99% beneficial ownership limitation. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than exempted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25. The Lind Warrant also provides for cashless exercise to the extent that the warrant shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the VWAP of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares of common stock issuable upon exercise thereof are not then covered by an effective registration statement.

Current wording

The Lind Warrant, 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”, entitles the holder to purchase up to 750,000 shares of common stock of the Company until July 1, 2029, at an exercise price of $4.00 per warrant share, subject to customary adjustments, and a 4.99% beneficial ownership limitation. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than exempted securities, at an effective price less than the exercise price, which results in the exercise price being reduced to an exercise price equal to the consideration per share deemed to have been paid for such new securities, subject to a minimum exercise price of $2.25. The Lind Warrant also provides for cashless exercise to the extent that the warrant shares issuable upon exercise thereof are not covered by an effective registration statement or upon the occurrence of a Fundamental Transaction (as defined in the Lind Warrant) and automatic exercise rights upon expiration of the Lind Warrant, to the extent that the VWAP of the Company’s common stock on the day immediately preceding the expiration date is more than the exercise price, and the shares of common stock issuable upon exercise thereof are not then covered by an effective registration statement (provided that such underlying shares are currently covered by a registration statement).