via NewMediaWire – Golden Matrix Group Inc. (NASDAQ:GMGI)(“GMGI”,
“Golden Matrix” or the “Company”), a developer, licensor and global
operator of online gaming and eCommerce platforms, systems and
gaming content, today announced that its stockholders have voted to
approve the terms of, and the issuance of shares of common stock in
connection with, that certain previously announced Amended and
Restated Sale and Purchase Agreement of Share Capital dated June
27, 2023 (as amended and restated from time to time, the “Purchase
Agreement”) by and between the Company, as purchaser and Aleksandar
Milovanović, Zoran Milošević and Snežana Božović, owners of
MeridianBet Group, pursuant to which the Company seeks to acquire
MeridianBet Group, at a special meeting.
“We are extremely pleased with the shareholder vote and believe
that the strong support expressed by our stockholders for the
acquisition reflects their belief that the acquisition provides a
compelling opportunity to grow our operations, global footprint and
the overall business,” said Brian Goodman, Chief Executive Officer
and Chairman of Golden Matrix.
Stockholders representing 32,406,412 shares of the Company’s
capital stock entitled to vote at the Special Meeting were present
in person or by proxy representing 73.5% of the voting shares
issued and outstanding on the record date of January 31, 2024.”
The completion of the purchase remains subject to the
satisfaction of certain other closing conditions, including the
Company raising sufficient funding to complete the purchase;
however, the Company continues to work toward completing the
transaction and currently anticipates such conditions to closing
occurring prior to, and such closing occurring, in April 2024,
subject to the satisfaction of the conditions thereto.
The final voting results for each proposal voted on at the
special meeting is set forth in a Current Report on Form 8-K filed
by Golden Matrix with the U.S. Securities and Exchange
Commission.
About Golden Matrix
Golden Matrix Group, based in Las Vegas NV, is an established
B2B and B2C gaming technology company operating across multiple
international markets. The B2B division of Golden Matrix develops
and licenses proprietary gaming platforms for its extensive list of
clients and RKings, its B2C division, operates a high-volume
eCommerce site enabling end users to enter paid-for competitions on
its proprietary platform in authorized markets. The Company also
owns and operates MEXPLAY, a regulated online casino in Mexico.
Our sophisticated software automatically declines any gaming or
redemption requests from within the United States, in strict
compliance with current US law.
Forward-Looking Statements
Certain statements made in this press release contain
forward-looking information within the meaning of applicable
securities laws, including within the meaning of the Private
Securities Litigation Reform Act of 1995 (“forward-looking
statements”). Words such as “strategy,” “expects,” “continues,”
“plans,” “anticipates,” “believes,” “would,” “will,” “estimates,”
“intends,” “projects,” “goals,” “targets” and other words of
similar meaning are intended to identify forward-looking statements
but are not the exclusive means of identifying these
statements.
Important factors that may cause actual results and outcomes to
differ materially from those contained in such forward-looking
statements include, without limitation, the ability of the parties
to close the Purchase Agreement on the terms set forth in, and
pursuant to the required timing set forth in, the Purchase
Agreement, if at all; the occurrence of any event, change or other
circumstances that could give rise to the right of one or all of
the shareholders of MeridianBet Group or the Company (collectively,
the “Purchase Agreement Parties”) to terminate the Purchase
Agreement; the effect of such termination, including breakup and
other fees potentially payable in connection therewith; the outcome
of any legal proceedings that may be instituted against Purchase
Agreement Parties or their respective directors or officers; the
ability to obtain regulatory and other approvals and meet other
closing conditions to the Purchase Agreement on a timely basis or
at all, including the risk that regulatory and other approvals
(including the approval of Nasdaq for the continued listing of the
Company’s common stock on Nasdaq post-closing) required for the
Purchase Agreement are not obtained on a timely basis or at all, or
are obtained subject to conditions that are not anticipated or the
expected benefits of the transaction; the ability of the Company to
obtain the funding required to complete such acquisition, the terms
of such funding, potential dilution caused thereby and/or covenants
agreed to in connection therewith; the fact that the sellers have
the sole right to approve the funding required to be obtained in
connection with the acquisition and the terms thereof, and also
have the sole right to determine whether any portion of the
MeridianBet Group’s cash on hand at closing may be used to pay a
portion of the purchase price payable by the Company at the
closing, which approvals they may not provide and/or may condition
on other events; potential lawsuits regarding the acquisition;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Purchase
Agreement; the ability of the Company to retain and hire key
personnel; the diversion of management’s attention from ongoing
business operations; the expected synergistic relationships and
cost savings from the transactions contemplated by the Purchase
Agreement; uncertainty as to the long-term value of the common
stock of the Company following the closing of the Purchase
Agreement; the business, economic and political conditions in the
markets in which the Purchase Agreement Parties operate; the effect
on the Company and its operations of the ongoing Ukraine/Russia
conflict and the conflict in Israel, changing interest rates and
inflation, and risks of recessions; the need for additional
financing, the terms of such financing and the availability of such
financing; the ability of the Company and/or its subsidiaries to
obtain additional gaming licenses; the ability of the Company to
manage growth; the Company’s ability to complete acquisitions and
the available funding for such acquisitions; disruptions caused by
acquisitions; dilution caused by fund raising, the conversion of
outstanding preferred stock and/or acquisitions; the Company’s
ability to maintain the listing of its common stock on the Nasdaq
Capital Market (both before the closing and after the closing); the
Company’s expectations for future growth, revenues, and
profitability; the Company’s expectations regarding future plans
and timing thereof; the Company’s reliance on its management; the
fact that the Company’s chief executive officer has voting control
over the Company and the fact that the sellers will obtain voting
control over the Company following the completion of the
acquisition of MeridianBet; related party relationships; the
potential effect of economic downturns, recessions, increases in
interest rates and inflation, and market conditions, decreases in
discretionary spending and therefore demand for our products and
services, and increases in the cost of capital, related thereto,
among other affects thereof, on the Company’s operations and
prospects; the Company’s ability to protect proprietary
information; the ability of the Company to compete in its market;
the status of the Company’s internal controls; dilution caused by
efforts to obtain additional financing; the effect of current and
future regulation, the Company’s ability to comply with regulations
and potential penalties in the event it fails to comply with such
regulations and changes in the enforcement and interpretation of
existing laws and regulations and the adoption of new laws and
regulations that may unfavorably impact our business; the risks
associated with gaming fraud, user cheating and cyber-attacks;
risks associated with systems failures and failures of technology
and infrastructure on which the Company’s programs rely; foreign
exchange and currency risks; the outcome of contingencies,
including legal proceedings in the normal course of business; the
ability to compete against existing and new competitors; the
ability to manage expenses associated with sales and marketing and
necessary general and administrative and technology investments;
and general consumer sentiment and economic conditions that may
affect levels of discretionary customer purchases of the Company’s
products, including potential recessions and global economic
slowdowns. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking
statements we make in this press release are reasonable, we provide
no assurance that these plans, intentions or expectations will be
achieved.
Other important factors that may cause actual results and
outcomes to differ materially from those contained in the
forward-looking statements included in this communication are
described in the Company’s publicly filed reports, including, but
not limited to, under the “Special Note Regarding Forward-Looking
Statements,” “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of the Company’s periodic and current filings with the SEC,
including the Form 10-Qs and Form 10-Ks, including, but not limited
to, the Company’s Annual Report on Form 10-K for the year ended
October 31, 2023 and its Quarterly Report on Form 10-Q for the
quarter ended January 31, 2024, and future periodic reports on Form
10-K and Form 10‑Q. These reports are available at www.sec.gov.
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