US MBA mortgage applications fell -12.7% in the week ended September 26, with the purchase mortgage sub-index down -1.0% and the refinancing sub-index down -20.6%. The average 30-year fixed rate mortgage rose +12 bp to 6.46% from 6.34% in the prior week.Stocks initially moved lower on Wednesday due to the US government shutdown, following lawmakers' failure to pass a continuing resolution to fund the government. The dollar index fell to a one-week low on Wednesday, and gold prices climbed to a record high a ...

LAS VEGAS, Oct. 01, 2025 (GLOBE NEWSWIRE) -- Expanse Studios, the fast-growing iGaming content developer and subsidiary of Golden Matrix Group (NASDAQ: GMGI), is set to participate at this year’s Global Gaming Expo (G2E), taking place October 6–9 at the Venetian Expo in Las Vegas. Expanse Studios will be exhibiting at Booth #4233. At G2E 2025, Expanse will present its expanding portfolio of 56 proprietary games—including crash-style formats, classic slots, card and table games, and turn-based strategies—des ...

Market Overview - The S&P 500 Index is up +0.67%, the Dow Jones Industrials Index is up +0.46%, and the Nasdaq 100 Index is up +1.19% [1] - September E-mini S&P futures are up +0.63%, and September E-mini Nasdaq futures are up +1.19% [1] Economic Indicators - Weekly initial unemployment claims fell by -33,000 to 231,000, indicating a stronger labor market than the expected 240,000 [4] - The September Philadelphia Fed business outlook survey rose by +23.5 to an 8-month high of 23.2, surpassing expectations of 1.7 [4] - August leading indicators fell -0.5% month-over-month, worse than the expected -0.2% [5] Federal Reserve Actions - The Fed cut interest rates by 25 basis points and signaled another 50 basis points of rate cuts by the end of the year [3][8] - Markets are pricing in an 86% chance of a 25 basis points rate cut at the next FOMC meeting on October 28-29 [5] Stock Movements - Intel surged by +25% after Nvidia agreed to invest $5 billion in the company for co-developing chips [2][11] - CrowdStrike Home is up more than +10% following a positive investor briefing on its AI strategy [12] - 89bio increased by +86% after Roche announced its acquisition for $3.5 billion [12] - Darden Restaurants is down more than -9% after forecasting adjusted EPS below consensus [14] - ARM Holdings is down more than -4% following Nvidia's investment in Intel [15]

About Golden Matrix Group Golden Matrix Group is a developer and operator of online gambling technology platforms. The company offers a wide portfolio of sports betting, online casino, prize competitions, and eSports betting products. Its reach spans more than 8.3 million registered players as of December 31, 2024, and supports over 800 distinct games through platforms like GM-X and GM-Ag. The company's recent business strategy has focused on expanding geographically, particularly through the acquisition of ...

[Q2 2025 Financial and Operational Review](index=1&type=section&id=Q2%202025%20Financial%20and%20Operational%20Review) Golden Matrix reported Q2 2025 results with 10% YoY revenue growth, reaching $43.2 million. Despite challenging customer-friendly sports outcomes in Europe, operational metrics like wager volume (+30%) and new registrations (+124%) accelerated. Meridianbet, a key segment, achieved 16% YoY revenue growth to $29.2 million, with online revenue increasing 20%. The company remains on track for full-year revenue guidance [Executive Summary](index=1&type=section&id=Executive%20Summary) Golden Matrix reported Q2 2025 results with 10% YoY revenue growth, reaching $43.2 million. Despite challenging customer-friendly sports outcomes in Europe, operational metrics like wager volume (+30%) and new registrations (+124%) accelerated. Meridianbet, a key segment, achieved 16% YoY revenue growth to $29.2 million, with online revenue increasing 20%. The company remains on track for full-year revenue guidance [Overall Performance and CEO Commentary](index=1&type=section&id=Overall%20Performance%20and%20CEO%20Commentary) Golden Matrix's Q2 2025 revenue grew 10% year-over-year, reaching $43.2 million, despite challenging customer-friendly sports outcomes in the European business. Operational metrics accelerated, with wager volume at Meridianbet increasing by 30% and new registrations climbing 124%. The company remains on track for its full-year revenue guidance - Q2 2025 revenue grew **10% year-over-year**, reaching **$43.2 million**, despite challenging customer-friendly sports outcomes in the European business[2](index=2&type=chunk)[4](index=4&type=chunk) - Operational metrics accelerated, with wager volume at Meridianbet increasing by **30%** and new registrations climbing **124%**[1](index=1&type=chunk)[5](index=5&type=chunk) - The company is on track for its full-year revenue guidance, confident in business strength and future opportunities[2](index=2&type=chunk) [Meridianbet Performance and Strategic Focus](index=1&type=section&id=Meridianbet%20Performance%20and%20Strategic%20Focus) Meridianbet, a key segment, achieved 16% YoY revenue growth to $29.2 million, with online revenue, a strategic focus, increasing 20%. This demonstrates strong momentum in core growth channels - Meridianbet's Q2 revenue grew **16% year-over-year** to **$29.2 million**[4](index=4&type=chunk) - Online revenue, a key strategic focus for Meridianbet, increased by **20%**, indicating strong momentum in core growth channels[4](index=4&type=chunk) [Key Financial Highlights (Q2 2025)](index=1&type=section&id=Key%20Financial%20Highlights%20(Q2%202025)) Golden Matrix reported total revenue of $43.2 million, a 9.6% YoY increase, with gross profit reaching $24.4 million (56% margin). However, the company recorded a net loss of $3.6 million ($0.03 per share) and a 37% decline in Adjusted EBITDA to $3.4 million, primarily due to increased operating costs for expansion and interest expense Key Financial Highlights (Q2 2025) | Metric | Q2 2025 ($) | Q2 2024 ($) | YoY Change | | :----- | :------ | :------ | :--------- | | Total Revenue | $43.2M | $39.4M | +9.6% | | Gross Profit | $24.4M | $21.7M | +12.4% | | Gross Margin (%) | ~56% | ~54.65% | +135 bps | | Net Income (Loss) ($) | $(3.6M) | $15.6K (Net Income) | $(3.6M) decline | | EPS (Loss) ($) | $(0.03) | $0.00 | $(0.03) decline | | Adjusted EBITDA ($) | $3.4M | $5.4M | -37% | - The net loss was attributed to operating costs growing **$2.4 million** more than incremental gross profit and **$1.5 million** in interest expense from debt prepayment[4](index=4&type=chunk) - Adjusted EBITDA decline was due to increased operating spend for geographical expansion, market share improvement, and gaming technology advancement[4](index=4&type=chunk) [Operational Momentum and Strategic Initiatives](index=1&type=section&id=Operational%20Momentum%20and%20Strategic%20Initiatives) The company saw significant operational advancements across its segments, including strong performance in raffle ticket businesses, successful expansion into Brazil, robust growth in casino operations, and increased user engagement metrics. Expanse Studios also expanded its partnerships and certifications [Meridianbet Core Value Drivers](index=1&type=section&id=Meridianbet%20Core%20Value%20Drivers) Meridianbet's product enhancements led to a 30% increase in wager volume and a 124% rise in new registrations, demonstrating accelerated core value drivers - Product enhancements at Meridianbet drove a **30% increase in wager volume**[1](index=1&type=chunk) - New registrations climbed **124%**, indicating strong user acquisition[1](index=1&type=chunk) [Raffle Ticket Businesses](index=1&type=section&id=Raffle%20Ticket%20Businesses) The company's raffle ticket businesses, particularly RKings Competitions, showed exceptional performance, beating its all-time daily revenue record by 12% in Q2 and by an additional 40% in early August, with over 30,000 orders in a single day - Raffle ticket businesses, supported by new state-of-the-art systems, showed strong engagement and exceptional performance[4](index=4&type=chunk) - RKings Competitions beat its all-time daily revenue record by **12%** in Q2 and by an additional **40%** on August 1st, achieving over **30,000 orders** in a single day[4](index=4&type=chunk) [Geographic Expansion (Brazil)](index=1&type=section&id=Geographic%20Expansion%20(Brazil)) Meridianbet is fully operational in Brazil with a license through 2029, positioning the company to capture share in a projected $5.6 billion market - Meridianbet is fully operational in Brazil with a license valid until **2029**[5](index=5&type=chunk) - Brazil is projected to be a **$5.6 billion market** this year, offering significant growth opportunities[5](index=5&type=chunk) [Casino Business Growth](index=1&type=section&id=Casino%20Business%20Growth) Meridianbet's casino businesses outperformed, with Gross Gaming Revenue (GGR) surging 29% and turnover reaching $434 million (up 30% YoY). The content library expanded by 2,500 games, leading to a 50% QoQ increase in casino turnover per player - Casino GGR surged **29%**, with turnover increasing **30% year-over-year** to **$434 million**[5](index=5&type=chunk) - Expanded content library by **2,500 games** resulted in a **50% quarter-over-quarter** increase in casino turnover per player[5](index=5&type=chunk) [User Metrics and Engagement](index=1&type=section&id=User%20Metrics%20and%20Engagement) Active users increased 15% YoY, and new registrations climbed 124%, primarily driven by the Brazil launch. First deposits rose 165% QoQ, and Sports revenue per player grew 28% despite challenging conditions - Active users expanded **15% year-over-year**, and new registrations climbed **124%**, largely due to the Brazil launch[5](index=5&type=chunk) - First deposits increased **165% quarter-over-quarter**[5](index=5&type=chunk) - Sports revenue per player grew **28%** despite challenging market conditions[5](index=5&type=chunk) [Expanse Studios Developments](index=1&type=section&id=Expanse%20Studios%20Developments) Expanse Studios, Meridianbet's game development arm, established 13 partnerships in the U.S. social casino segment, surpassed 1,000 B2B partners, secured certifications in multiple countries, and launched a new title - Expanse Studios established **13 partnerships** in the U.S. social casino segment and crossed the **1,000 B2B partner milestone**[5](index=5&type=chunk) - Secured certifications in Brazil, Peru, Croatia, and Romania, and launched the new title "Gates of Olympia"[5](index=5&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) Golden Matrix expects full-year 2025 revenue to be between $185 million and $188 million, representing 22% to 24% growth over 2024. This guidance accounts for Q2's customer-friendly outcomes, with July revenue showing a recovery in the European business, up approximately 25% sequentially and YoY in constant currency. The CFO emphasized expanding in regulated markets, enhancing technology, and driving shareholder value Full-Year 2025 Guidance | Metric | Full-Year 2025 Guidance ($) | YoY Growth (vs 2024) | | :----- | :---------------------- | :------------------- | | Revenue | $185M - $188M | 22% - 24% | - July revenue from the European business recovered as expected, growing approximately **25% sequentially** and over **2024** in constant currency[6](index=6&type=chunk) - The company remains focused on expanding its presence in regulated markets, enhancing proprietary technology, and driving shareholder value through disciplined capital allocation[7](index=7&type=chunk) [Company Information](index=2&type=section&id=Company%20Information) This section provides an overview of Golden Matrix Group and its acquired Meridianbet Group, detailing their business models, international operations, and regulatory compliance [About Golden Matrix Group](index=2&type=section&id=About%20Golden%20Matrix%20Group) Golden Matrix Group is a Las Vegas-based B2B and B2C gaming technology company operating internationally. Its B2B division licenses proprietary gaming platforms, while its B2C division, RKings, runs an e-commerce site for paid competitions. The company also owns MEXPLAY, a regulated online casino in Mexico - Golden Matrix Group is a B2B and B2C gaming technology company based in Las Vegas, NV, operating across multiple international markets[11](index=11&type=chunk) - Its B2B division develops and licenses proprietary gaming platforms, and its B2C division, RKings, operates a high-volume e-commerce site for paid competitions[11](index=11&type=chunk) - The company also owns and operates MEXPLAY, a regulated online casino in Mexico[11](index=11&type=chunk) [About Meridianbet Group](index=2&type=section&id=About%20Meridianbet%20Group) Meridianbet Group, acquired by Golden Matrix in 2024, is an established online sports betting and gaming group founded in 2001. It operates in 15 jurisdictions across Europe, Africa, and South America, utilizing proprietary technology and scalable systems with an omni-channel approach. The company's software strictly complies with US law by declining gaming requests from within the United States - Meridianbet Group, acquired by Golden Matrix in **2024**, was founded in **2001** and is an online sports betting and gaming group[12](index=12&type=chunk) - It is licensed and operates in **15 jurisdictions** across Europe, Africa, and South America, using proprietary technology and scalable systems with an omni-channel approach[12](index=12&type=chunk) - The company's sophisticated software automatically declines any gaming or redemption requests from within the United States, ensuring strict compliance with current US law[13](index=13&type=chunk) [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section presents Golden Matrix's consolidated financial statements, including balance sheets, statements of operations, and reconciliation of non-GAAP measures, providing a detailed view of the company's financial position and performance [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, Golden Matrix reported total assets of $210.3 million, a slight decrease from $213.7 million at year-end 2024. Total liabilities decreased significantly from $104.8 million to $85.3 million, primarily due to a reduction in non-current liabilities. Total equity increased to $125.0 million from $109.0 million Consolidated Balance Sheets | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 (Audited) ($) | Change ($) | | :-------------------------------- | :-------------------------- | :-------------------------- | :----- | | **ASSETS** | | | | | Total Current Assets ($) | $38,967,045 | $45,066,481 | $(6,099,436) | | Total Non-Current Assets ($) | $171,307,457 | $168,651,112 | $2,656,345 | | **Total Assets ($)** | **$210,274,502** | **$213,717,593** | **$(3,443,091)** | | **LIABILITIES** | | | | | Total Current Liabilities ($) | $63,566,107 | $63,550,543 | $15,564 | | Total Non-Current Liabilities ($) | $21,725,872 | $41,216,470 | $(19,490,598) | | **Total Liabilities ($)** | **$85,291,979** | **$104,767,013** | **$(19,475,034)** | | **SHAREHOLDERS' EQUITY** | | | | | Total Equity ($) | $124,982,523 | $108,950,580 | $16,031,943 | - The decrease in total liabilities was largely driven by a significant reduction in non-current portion of consideration payable – related parties, which went from **$15,000,000 to $0**[22](index=22&type=chunk) - Additional paid-in capital increased substantially from **$50.3 million to $70.4 million**[22](index=22&type=chunk) [Consolidated Statements of Operations and Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) For Q2 2025, Golden Matrix reported revenues of $43.2 million, up 9.6% YoY, but incurred a net loss of $3.7 million, compared to a net income of $15.6K in Q2 2024. This shift was primarily due to a significant increase in selling, general, and administrative expenses and higher interest expense. For the six months ended June 30, 2025, the company also reported a net loss of $4.0 million, a decline from a net income of $4.0 million in the prior year period Consolidated Statements of Operations and Comprehensive Income | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues ($) | $43,245,368 | $39,415,242 | $85,968,421 | $64,265,829 | | Cost of goods sold ($) | $(18,868,349) | $(17,729,700) | $(37,395,441) | $(24,888,357) | | Gross profit ($) | $24,377,019 | $21,685,542 | $48,572,980 | $39,377,472 | | Selling, general and administrative expenses ($) | $26,681,869 | $21,560,430 | $50,983,847 | $35,558,239 | | Income (loss) from operations ($) | $(2,304,850) | $125,112 | $(2,410,867) | $3,819,233 | | Interest expense ($) | $(1,481,669) | $(32,484) | $(2,953,029) | $(36,855) | | Net income (loss) ($) | $(3,731,891) | $15,626 | $(3,990,108) | $3,964,648 | | Basic EPS ($) | $(0.03) | $0.00 | $(0.03) | $0.04 | | Diluted EPS ($) | $(0.03) | $0.00 | $(0.03) | $0.04 | - The significant increase in selling, general and administrative expenses (Q2 2025: **$26.7M** vs Q2 2024: **$21.6M**) and interest expense (Q2 2025: **$1.48M** vs Q2 2024: **$32K**) were major contributors to the net loss[23](index=23&type=chunk)[24](index=24&type=chunk) [Reconciliation of Non-GAAP Financial Measures](index=6&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) The reconciliation shows that Adjusted EBITDA for Q2 2025 declined by 37% to $3.4 million from $5.4 million in Q2 2024. For the six months ended June 30, 2025, Adjusted EBITDA was $9.1 million, down from $11.3 million in the prior year period. This non-GAAP measure excludes items like interest, taxes, depreciation, amortization, stock-based compensation, and restructuring costs to provide a supplemental view of performance Reconciliation of Non-GAAP Financial Measures | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) ($) | $(3,731,891) | $15,626 | $(3,990,108) | $3,964,648 | | EBITDA ($) | $2,032,675 | $3,243,124 | $6,454,716 | $9,087,250 | | Adjusted EBITDA ($) | $3,448,989 | $5,428,162 | $9,061,289 | $11,318,651 | - Adjusted EBITDA declined by **37%** in Q2 2025 compared to Q2 2024, primarily due to increased operating expenses as noted in the financial highlights[4](index=4&type=chunk)[25](index=25&type=chunk) - Adjusted EBITDA is a non-GAAP measure that excludes interest, taxes, depreciation, amortization, stock-based compensation, and restructuring costs, providing a supplemental view of the company's performance[14](index=14&type=chunk)[25](index=25&type=chunk) [Disclosures and Investor Information](index=2&type=section&id=Disclosures%20and%20Investor%20Information) This section provides important disclosures regarding non-GAAP financial measures and forward-looking statements, along with investor relations contact information [Non-GAAP Financial Measures](index=2&type=section&id=Non-GAAP%20Financial%20Measures) The report defines Adjusted EBITDA as a non-GAAP financial measure, representing net income before interest, taxes, depreciation, amortization, stock-based compensation, and restructuring costs. It is presented as a supplemental measure for investors due to various non-cash items but has limitations and should not be considered in isolation from GAAP results - Adjusted EBITDA (AEBITDA) is a non-GAAP financial measure that represents net income before interest expense, interest income, taxes, depreciation and amortization, stock-based compensation expense, and restructuring costs[14](index=14&type=chunk) - It is provided as a supplemental measure for investors due to non-cash items but has limitations, including not reflecting cash expenditures, working capital needs, or debt service requirements[14](index=14&type=chunk) - Investors should not consider Adjusted EBITDA in isolation or as a substitute for GAAP results[14](index=14&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The document contains forward-looking statements identified by words like "expects," "plans," and "believes," which are subject to various risks and uncertainties. These include funding for repurchase programs, acquisition obligations, market conditions, regulatory changes, and competition. Actual results may differ materially, and the company cautions against undue reliance on these statements, undertaking no obligation to update them except as required by law - The press release contains forward-looking statements, identified by terms such as "strategy," "expects," "plans," and "believes," which are subject to risks and uncertainties[16](index=16&type=chunk) - Important factors that could cause actual results to differ include funding for acquisition obligations, business and economic conditions, regulatory changes, competition, and the ability to manage growth[17](index=17&type=chunk) - The company cautions that the list of factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law[19](index=19&type=chunk) [Investor Relations](index=2&type=section&id=Investor%20Relations) Investors can access the full visual presentation and earnings call on the Golden Matrix Group IR website. Contact information for investor and press inquiries is provided, with Rich Christensen listed as the contact person - The full visual presentation and earnings call are accessible on the Golden Matrix Group IR website at https://goldenmatrix.com/events-presentations/[9](index=9&type=chunk) - For investor and press inquiries, Rich Christensen can be contacted at ir@goldenmatrix.com[20](index=20&type=chunk)

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section provides the Form 10-Q filing details for Golden Matrix Group, Inc., including its Q2 2025 period, non-accelerated filer status, and outstanding common shares - The report is a Quarterly Report for the period ended **June 30, 2025**[2](index=2&type=chunk) - Golden Matrix Group, Inc. is classified as a **non-accelerated filer** and a **smaller reporting company**[4](index=4&type=chunk) Common Stock Information as of August 6, 2025 | Metric | Value (Shares) | | :--- | :--- | | Shares Issued and Outstanding | 139,483,065 | | Par Value Per Share | $0.00001 | [Explanatory Note on MeridianBet Group Acquisition](index=1&type=section&id=EXPLANATORY%20NOTE) This section explains the April 9, 2024, acquisition of MeridianBet Group as a reverse merger, with MeridianBet as the accounting acquirer and a fiscal year-end change to December 31 - Golden Matrix Group, Inc. acquired **100% of MeridianBet Group** on **April 9, 2024**, effective **April 1, 2024**[6](index=6&type=chunk) - The acquisition was accounted for as a **reverse merger**, with MeridianBet Group as the **accounting acquirer**[7](index=7&type=chunk) - The Company's fiscal year end changed from **October 31 to December 31** to align with MeridianBet Group[9](index=9&type=chunk) [Special Note Regarding Forward-Looking Statements](index=2&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that the report contains forward-looking statements subject to various risks, including financing, dilution, acquisitions, and regulatory changes, advising investors against undue reliance - The report contains **forward-looking statements** involving known and unknown risks, uncertainties, and other factors[13](index=13&type=chunk) - Need for **significant additional financing** for growth, acquisitions, and post-closing payments[15](index=15&type=chunk) - **Dilution** from conversion of preferred stock, warrants, and/or acquisitions[15](index=15&type=chunk) - Reliance on **third-party gaming content suppliers** and associated costs[15](index=15&type=chunk) - Ability to obtain and maintain **gaming licenses**[15](index=15&type=chunk) - Potential effect of **economic downturns, inflation, and interest rate changes**[15](index=15&type=chunk) - Risks associated with **gaming fraud, user cheating, cyber-attacks, and systems failures**[15](index=15&type=chunk) - Effect of current and future **regulations and compliance challenges**[22](index=22&type=chunk) - The Company has **no obligation to update** publicly any forward-looking statements, and investors are cautioned not to unduly rely on them[13](index=13&type=chunk)[18](index=18&type=chunk) [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including Balance Sheets, Statements of Operations, Shareholders' Equity, and Cash Flow, with explanatory notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show a slight decrease in total assets, a notable decrease in total liabilities, and a significant increase in shareholders' equity from December 2024 to June 2025 Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited, USD) | December 31, 2024 (Audited, USD) | | :--- | :--- | :--- | | Total Assets | $210,274,502 | $213,717,593 | | Total Liabilities | $85,291,979 | $104,767,013 | | Total Equity | $124,982,523 | $108,950,580 | - Cash and cash equivalents decreased from **$30.13 million to $22.14 million**[21](index=21&type=chunk)[23](index=23&type=chunk) - Goodwill & intangible assets, net, increased from **$127.64 million to $129.02 million**[21](index=21&type=chunk)[23](index=23&type=chunk) - Current portion of long-term loan decreased from **$16.79 million to $11.18 million**[21](index=21&type=chunk)[23](index=23&type=chunk) - Non-current portion of long-term loan decreased from **$14.36 million to $11.33 million**[21](index=21&type=chunk)[23](index=23&type=chunk) - Non-current portion of consideration payable – related parties decreased from **$15.00 million to $0**[21](index=21&type=chunk)[23](index=23&type=chunk) [Consolidated Statements of Operations and Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) For the three and six months ended June 30, 2025, the Company reported a net loss, a significant shift from prior year net income, driven by increased operating and interest expenses despite revenue growth Consolidated Statements of Operations Highlights | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $43,245,368 | $39,415,242 | $85,968,421 | $64,265,829 | | Gross profit | $24,377,019 | $21,685,542 | $48,572,980 | $39,377,472 | | Income (loss) from operations | $(2,304,850) | $125,112 | $(2,410,867) | $3,819,233 | | Net income (loss) attributable to GMGI | $(3,584,345) | $64,925 | $(3,815,953) | $4,055,659 | | Basic EPS | $(0.03) | $0.00 | $(0.03) | $0.04 | | Diluted EPS | $(0.03) | $0.00 | $(0.03) | $0.04 | - Revenues increased by **10% for Q2 2025 YoY** and **34% for H1 2025 YoY**[25](index=25&type=chunk) - Interest expense significantly increased by **4,461% for Q2 2025 YoY** and **7,913% for H1 2025 YoY**, primarily due to debt discount amortization and accrued interest[25](index=25&type=chunk) - Selling, general and administrative expenses increased by **24% for Q2 2025 YoY** and **43% for H1 2025 YoY**[25](index=25&type=chunk) [Consolidated Statement of Shareholders' Equity](index=4&type=section&id=Consolidated%20Statement%20of%20Shareholders'%20Equity) The consolidated statement of shareholders' equity shows a substantial increase in total equity for GMGI for H1 2025, driven by additional paid-in capital and positive translation adjustments, despite a net loss Shareholders' Equity Changes (Six Months Ended June 30, 2025) | Metric | December 31, 2024 (USD) | June 30, 2025 (USD) | | :--- | :--- | :--- | | Common Stock (shares) | 129,242,993 | 139,117,131 | | Common Stock (amount) | $1,292 | $1,391 | | Additional Paid-in Capital | $50,313,125 | $70,395,979 | | Accumulated Other Comprehensive Income (Loss) | $(8,089,854) | $(2,520,276) | | Accumulated Earnings | $57,046,892 | $53,161,057 | | Total Shareholders' Equity of GMGI | $105,072,994 | $121,279,092 | - Shares issued for debt conversion: **5,804,544 shares**, adding **$11,237,408** to additional paid-in capital[28](index=28&type=chunk) - Shares issued under ATM Program: **374,919 shares**, generating **$662,596** in additional paid-in capital[28](index=28&type=chunk) - Fair value of stock-based compensation: **$1,898,143** recognized in additional paid-in capital[28](index=28&type=chunk) - Cumulative translation adjustment: **$5,569,578** positive impact on accumulated other comprehensive income (loss)[28](index=28&type=chunk) [Consolidated Statements of Cash Flow](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flow) For H1 2025, the Company generated significant operating cash flow but experienced substantial outflows from investing and financing activities, primarily due to debt repayments, resulting in a net decrease in cash Consolidated Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Net (loss) income | $(3,990,108) | $3,964,648 | | Net cash provided by operating activities | $10,117,167 | $2,553,394 | | Net cash used in investing activities | $(11,903,508) | $(11,186,276) | | Net cash provided by (used in) financing activities | $(14,301,175) | $23,166,197 | | Effect of exchange rate changes on cash | $8,097,891 | $(2,108,867) | | Net increase (decrease) in cash and cash equivalents | $(7,989,625) | $12,424,448 | | Cash and cash equivalents at end of the quarter | $22,136,319 | $32,829,744 | - Operating cash flow increased significantly in **2025**, driven by non-cash adjustments and changes in working capital[38](index=38&type=chunk)[40](index=40&type=chunk) - Investing activities in **2025** included **$5.98 million** for intangible assets and **$3.57 million** for property, plant and equipment[38](index=38&type=chunk)[40](index=40&type=chunk) - Financing activities in **2025** were dominated by **$15.06 million in debt repayments**, partially offset by **$1.17 million in loan proceeds** and **$0.63 million from stock sales**[38](index=38&type=chunk)[40](index=40&type=chunk) [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, asset/liability balances, acquisitions, equity, segment reporting, and contingencies [NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES](index=7&type=section&id=NOTE%201%20-%20BASIS%20OF%20PRESENTATION%20AND%20ACCOUNTING%20POLICIES) This note outlines the Company's operations, including online betting and iGaming SaaS, reiterates the MeridianBet Group reverse merger and fiscal year-end change, and describes key accounting policies - The Company operates online sports betting, online casino, and gaming in **over 15 jurisdictions**, provides iGaming SaaS solutions, and offers pay-to-enter prize competitions[42](index=42&type=chunk)[43](index=43&type=chunk) - The MeridianBet Group acquisition on **April 9, 2024**, was accounted for as a **reverse merger**, making MeridianBet Group the accounting acquirer and its historical financials the predecessor[44](index=44&type=chunk)[48](index=48&type=chunk) - Fiscal year end changed from **October 31 to December 31**[9](index=9&type=chunk) - Consolidated financial statements include wholly-owned and majority-owned subsidiaries, **eliminating intercompany balances**[51](index=51&type=chunk) - Goodwill is tested for impairment **annually** at the reporting unit level (Golden Matrix and MeridianBet Group)[68](index=68&type=chunk) Foreign Currency Translation Adjustments | Period | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Three Months Ended June 30 | $4,198,530 | $(301,263) | | Six Months Ended June 30 | $5,569,578 | $(2,105,943) | [NOTE 2 – ACCOUNTS RECEIVABLE, NET](index=10&type=section&id=NOTE%202%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%2C%20NET) This note details the Company's net accounts receivable, which increased from **$6.06 million to $7.09 million** from December 2024 to June 2025, primarily from online gaming content resale and B2B services Accounts Receivable, Net | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Accounts receivable, net | $7,090,854 | $6,061,281 | | Allowance for doubtful accounts | $1,011,841 | $994,329 | - Receivables from resale of online gaming content and B2B services increased to **$4,238,202**[99](index=99&type=chunk)[100](index=100&type=chunk) - Receivables from payment providers in Bosnia amounted to **$1,577,677**[99](index=99&type=chunk)[100](index=100&type=chunk) [NOTE 3 – ACCOUNTS RECEIVABLE – RELATED PARTY](index=11&type=section&id=NOTE%203%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%20%E2%80%93%20RELATED%20PARTY) This note discloses accounts receivable from related parties, which decreased from **$666,545 to $556,789** from December 2024 to June 2025, including amounts from Top Level doo Serbia and Network System Development GMBH Accounts Receivable – Related Parties | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Accounts receivable – related parties | $556,789 | $666,545 | - The largest amount due from a related party is **Top Level d.o.o. Serbia**, totaling **$294,341** as of June 30, 2025[175](index=175&type=chunk) [NOTE 4 – TAXES RECEIVABLE](index=11&type=section&id=NOTE%204%20%E2%80%93%20TAXES%20RECEIVABLE) Taxes receivable, including corporate income, VAT, and municipality taxes, slightly decreased from **$734,630 to $717,162** from December 2024 to June 2025 Taxes Receivable Components | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Corporate income taxes receivable | $491,408 | $310,424 | | VAT refund receivables | $70,242 | $286,031 | | Municipality taxes refund receivable | $155,512 | $138,175 | | Total taxes receivable | $717,162 | $734,630 | [NOTE 5 – PREPAID EXPENSES](index=11&type=section&id=NOTE%205%20%E2%80%93%20PREPAID%20EXPENSES) Prepaid expenses increased from **$955,456 to $1,190,083** from December 2024 to June 2025, driven by higher prepayments to suppliers, partially offset by reduced license and advertising costs Prepaid Expenses Components | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Prepayments to suppliers | $394,195 | $39,239 | | Prepaid license | $189,388 | $443,355 | | Prepaid sponsorship/advertising | $279,149 | $363,835 | | Other prepayments | $309,905 | $91,995 | | Total prepaid assets | $1,190,083 | $955,456 | [NOTE 6 – OTHER CURRENT ASSETS](index=11&type=section&id=NOTE%206%20%E2%80%93%20OTHER%20CURRENT%20ASSETS) Other current assets slightly decreased from **$2,584,771 to $2,514,355** from December 2024 to June 2025, mainly due to lower other current receivables, partially offset by increased accrued income Other Current Assets Components | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Other current receivables | $1,023,540 | $1,315,276 | | Accrued income | $1,281,489 | $1,068,075 | | Employee receivables | $396,580 | $314,865 | | Allowance for bad debt | $(532,196) | $(443,747) | | Total other current assets | $2,514,355 | $2,584,771 | - The total allowance for bad debt increased to **$532,196**, primarily related to impairment of receivables at My Best Odds Belgium and Atlas Bank[106](index=106&type=chunk) [NOTE 7– ACQUISITIONS](index=11&type=section&id=NOTE%207%E2%80%93%20ACQUISITIONS) This note details several acquisitions, including MeridianBet Group, Classics Holdings, and Media Games Malta, along with minority interests, outlining consideration paid and financial impact - The Meridian Purchase of MeridianBet Group was completed on **April 9, 2024**, for approximately **$107.9 million**, including common stock, preferred stock, cash, and promissory notes[220](index=220&type=chunk) - Classics Holdings (**80% ownership**) acquisition was effective **August 1, 2024**, recognizing approximately **$6.35 million in goodwill**[108](index=108&type=chunk)[110](index=110&type=chunk) - Media Games Malta (**100% ownership**) acquisition was completed on **July 11, 2024**, recognizing approximately **$537,184 of goodwill**[114](index=114&type=chunk)[115](index=115&type=chunk) - Acquisition of minority interests in Meridian Gaming S.A.C. Peru (**24.5%**) and Meridian Worldwide Ltd. Cyprus (**15.5%**) involved issuance of restricted common stock and cash payments[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) Pro-forma Total Revenues and Net Income Attributable to GMGI (Six Months Ended June 30, 2024) | Metric | Amount (USD) | | :--- | :--- | | Pro-forma total revenues | $82,384,511 | | Pro-forma net income (loss) attributable to GMGI | $2,477,996 | [NOTE 8 – INTANGIBLE ASSETS – SOFTWARE, LICENSES, TRADEMARKS, DEVELOPED TECHNOLOGY, CUSTOMER RELATIONSHIPS, AND NON-COMPETE AGREEMENTS](index=12&type=section&id=NOTE%208%20%E2%80%93%20INTANGIBLE%20ASSETS%20%E2%80%93%20SOFTWARE%2C%20LICENSES%2C%20TRADEMARKS%2C%20DEVELOPED%20TECHNOLOGY%2C%20CUSTOMER%20RELATIONSHIPS%2C%20AND%20NON-COMPETE%20AGREEMENTS) This note details the Company's intangible assets, including software and licenses; net definite-lived intangible assets increased from **$56.39 million to $57.76 million** from December 2024 to June 2025, with significant amortization Net Definite-Lived Intangible Assets | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Net definite-lived intangible assets | $57,758,135 | $56,393,457 | - Software development costs capitalized: **$1,146,753** for the six months ended June 30, 2025[124](index=124&type=chunk) - Intangible construction in process (new sports betting platform) capitalized: **$4,830,127** for the six months ended June 30, 2025[125](index=125&type=chunk) - Amortization expenses for intangible assets: **$4,618,020** for the six months ended June 30, 2025 (**up 96%** from $2,355,366 in 2024)[128](index=128&type=chunk)[313](index=313&type=chunk) Estimated Future Amortization Expenses | Year Ending December 31, | Estimated Amortization (USD) | | :--- | :--- | | 2025 | $11,662,252 | | 2026 | $11,706,759 | | 2027 | $11,304,857 | | 2028 | $10,869,506 | | 2029 | $7,020,825 | | Thereafter | $5,193,936 | | Total future amortization | $57,758,135 | [NOTE 9 – PROPERTY, PLANT AND EQUIPMENT](index=13&type=section&id=NOTE%209%20%E2%80%93%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) Property, plant and equipment, net, increased from **$27.43 million to $29.12 million** from December 2024 to June 2025, with **$2.78 million** in depreciation expenses for H1 2025 Property, Plant and Equipment, Net | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Buildings, net | $10,173,772 | $9,190,949 | | Slots and machines, net | $11,849,410 | $11,065,973 | | Total property, plant and equipment, net | $29,123,714 | $27,431,207 | - Depreciation expenses for the six months ended June 30, 2025, were **$2,780,271**, an increase from $2,028,263 in the prior year[131](index=131&type=chunk) [NOTE 10 – DEPOSITS AND NON-CURRENT PREPAID ASSETS](index=13&type=section&id=NOTE%2010%20%E2%80%93%20DEPOSITS%20AND%20NON-CURRENT%20PREPAID%20ASSETS) Deposits and non-current prepaid assets increased from **$5.71 million to $6.19 million** from December 2024 to June 2025, primarily comprising retail and internet betting deposits Deposits and Non-Current Prepaid Assets | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Deposits for rent & office leases | $340,330 | $183,596 | | Deposits for retail betting | $2,828,458 | $2,522,993 | | Deposits for internet betting | $865,698 | $1,082,621 | | Other deposits | $2,143,772 | $1,903,444 | | Total deposits and prepaid assets | $6,189,912 | $5,706,319 | - Betting and casino deposits are held with banks as security for operating permissions, with some accruing interest[134](index=134&type=chunk)[136](index=136&type=chunk) [NOTE 11 – INVESTMENTS](index=14&type=section&id=NOTE%2011%20%E2%80%93%20INVESTMENTS) The Company's equity method investments in unconsolidated entities increased from **$218,147 to $244,465** from December 2024 to June 2025, including stakes in Lottery RS and Telekom Srpske Investments in Unconsolidated Entities | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Total Investments | $244,465 | $218,147 | - Investments are accounted for under the **equity method**, recognizing initial cost and proportionate share of profits/losses[137](index=137&type=chunk) [NOTE 12 – OPERATING LEASE RIGHT OF USE ASSETS AND LIABILITIES](index=14&type=section&id=NOTE%2012%20%E2%80%93%20OPERATING%20LEASE%20RIGHT%20OF%20USE%20ASSETS%20AND%20LIABILITIES) The Company's operating lease right-of-use assets were **$6.72 million** and total lease liabilities were **$6.69 million** as of June 30, 2025, reflecting a decrease from December 2024 Operating Lease Assets and Liabilities | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Operating lease right-of-use assets | $6,719,981 | $7,643,504 | | Current portion of operating lease liability | $2,428,729 | $2,378,896 | | Non-current portion of operating lease liability | $4,266,105 | $5,193,847 | | Present value of lease liability | $6,694,834 | N/A | - Lease cost for the six months ended June 30, 2025, was **$1,839,612**, an increase from $1,674,651 in the prior year[141](index=141&type=chunk) [NOTE 13 – ACCOUNTS PAYABLE – RELATED PARTIES](index=14&type=section&id=NOTE%2013%20%E2%80%93%20ACCOUNTS%20PAYABLE%20%E2%80%93%20RELATED%20PARTIES) Accounts payable to related parties significantly increased from **$19,655 to $440,720** from December 2024 to June 2025, primarily due to accrued management salaries and bonuses Accounts Payable – Related Parties | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Accounts payable – related parties | $440,720 | $19,655 | [NOTE 14 – TAXES PAYABLE](index=14&type=section&id=NOTE%2014%20%E2%80%93%20TAXES%20PAYABLE) Taxes payable, including stamps, duties, and corporate income tax, slightly decreased from **$3,774,418 to $3,644,543** from December 2024 to June 2025 Taxes Payable Components | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Stamps, duties and other taxes | $2,600,459 | $2,369,595 | | Corporate income tax payable | $1,044,084 | $1,404,823 | | Total taxes payable | $3,644,543 | $3,774,418 | [NOTE 15 – LONG TERM LIABILITIES](index=14&type=section&id=NOTE%2015%20%E2%80%93%20LONG%20TERM%20LIABILITIES) Long-term liabilities significantly decreased from **$31.66 million to $22.51 million** from December 2024 to June 2025, primarily due to Unicredit Bank facility repayments and the Lind Global Note payoff Long Term Liabilities | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Total long term liabilities | $22,506,255 | $31,655,487 | | Current portion of long-term loan | $11,178,710 | $17,291,241 | | Non-current portion of long-term loan | $11,327,545 | $14,364,246 | - Unicredit Bank Facility: Principal balance decreased to **$18,037,572** at June 30, 2025, with **$5,134,487** paid in H1 2025[150](index=150&type=chunk)[163](index=163&type=chunk) - Hipotekarna Bank Facility: Principal balance decreased to **$907,994 (long-term)** and **$593,519 (short-term)** at June 30, 2025[156](index=156&type=chunk)[163](index=163&type=chunk) - Igor Salindrija Facility: Principal balance increased to **$2,334,000** at June 30, 2025[158](index=158&type=chunk)[159](index=159&type=chunk) - Lind Global Asset Management Secured Convertible Note: **Fully paid off** as of June 30, 2025, with **$9,600,000** paid in H1 2025[163](index=163&type=chunk) [NOTE 16 – OTHER LIABILITIES](index=15&type=section&id=NOTE%2016%20%E2%80%93%20OTHER%20LIABILITIES) Other current liabilities increased from **$1.09 million to $1.23 million** from December 2024 to June 2025 due to staff costs, while non-current liabilities decreased from **$6.66 million to $6.13 million** due to deferred tax reductions Other Current Liabilities | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Staff costs payable | $758,018 | $577,788 | | Customer deposit | $312,655 | $239,061 | | Total other current liabilities | $1,230,606 | $1,090,063 | Other Non-Current Liabilities | Description | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Deferred tax liabilities | $6,113,002 | $6,607,355 | | Total other non-current liabilities | $6,132,222 | $6,658,377 | [NOTE 17 – RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%2017%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including no dividends paid to Meridian Sellers in H1 2025, and receivables from Articulate Pty Ltd., Elray Resources Inc., Top Level doo Serbia, and Network System Development GMBH Dividends Paid to Meridian Sellers (Six Months Ended June 30) | Owner | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Aleksandar Milovanović | $0 | $468,694 | | Zoran Milošević | $0 | $165,562 | | Snežana Božović | $0 | $5,450 | | Total dividends paid | $0 | $769,534 | - Receivable from Articulate Pty Ltd. (**50% owned by CEO's wife and CEO**) was **$132,072** as of June 30, 2025, following license agreement termination[170](index=170&type=chunk) - Revenues from Elray Resources Inc. (**CEO and COO are directors**) were **$13,907** for H1 2025, with a receivable of **$13,648**[174](index=174&type=chunk) - Receivables from Top Level doo Serbia and Network System Development GMBH totaled **$298,979** and **$317,125** respectively, as of June 30, 2025[175](index=175&type=chunk) [NOTE 18 - EQUITY](index=16&type=section&id=NOTE%2018%20-%20EQUITY) This note details the Company's equity structure, highlighting significant common stock transactions in H1 2025, including issuances for minority interest acquisitions, debt conversions, and ATM Program sales, alongside stock option and RSU activity Common Stock Outstanding | Metric | June 30, 2025 (Shares) | December 31, 2024 (Shares) | | :--- | :--- | :--- | | Authorized Shares | 300,000,000 | 300,000,000 | | Issued and Outstanding Shares | 139,117,131 | 129,242,993 | - Issued **1,071,101 shares** for **15.5% minority interest** in Meridian Worldwide CY Limited[182](index=182&type=chunk) - Issued **814,768 shares** for **24.5% minority interest** in Meridian Gaming Peru S.A.C.[183](index=183&type=chunk) - Converted **$501,591** of Deferred Cash Convertible Promissory Note into **250,796 common shares**[184](index=184&type=chunk) - Converted **$1,165,358** of Remaining Contingent Cash into **647,422 common shares**[186](index=186&type=chunk) - Converted **$9,445,460** owed to Milovanović into **4,843,826 shares** at **$1.95 per share**[187](index=187&type=chunk) - Issued **206,634 shares** to Classics Sellers to satisfy a **$518,650 True-Up Amount**[188](index=188&type=chunk) - Sold **374,919 shares** under the ATM Program for net proceeds of approximately **$662,600** in H1 2025[194](index=194&type=chunk) Stock Option and RSU Activity (Six Months Ended June 30, 2025) | Metric | Stock Options Outstanding (Shares) | RSUs Outstanding (2022 Plan, Shares) | RSUs Outstanding (2023 Plan, Shares) | | :--- | :--- | :--- | :--- | | Balance as of Dec 31, 2024 | 490,000 | 1,837,570 | 10,000 | | Granted | - | - | 1,553,500 | | Forfeited | (50,000) | (8,875) | (40,000) | | Exercised/Vested | (60,000) | - | (205,500) | | Balance as of June 30, 2025 | 380,000 | 1,828,695 | 1,318,000 | [NOTE 19 – SEGMENT REPORTING AND GEOGRAPHIC INFORMATION](index=18&type=section&id=NOTE%2019%20%E2%80%93%20SEGMENT%20REPORTING%20AND%20GEOGRAPHIC%20INFORMATION) The Company operates three reportable segments: MeridianBet Group, GMAG, and RKings & CFAC, with Europe as the largest geographic revenue contributor, followed by the UK and Africa - **MeridianBet Group**: Retail and online sports betting, casinos, and bars in Europe, Africa, Central and South America[209](index=209&type=chunk) - **GMAG**: iGaming SaaS solutions and third-party gaming content resale, primarily in Asia-Pacific[209](index=209&type=chunk) - **RKings & CFAC**: Pay-to-enter prize competitions in the UK (RKings) and trade promotions in Australia (Classics for a Cause)[209](index=209&type=chunk) Segment Income from Operations (Six Months Ended June 30, 2025) | Segment | Revenues (USD) | Segment Gross Profit (USD) | Segment Income from Operations (USD) | | :--- | :--- | :--- | :--- | | MeridianBet Group | $56,934,460 | $40,360,015 | $8,055,943 | | GMAG | $7,471,339 | $2,277,903 | $249,676 | | RKings & CFAC | $21,562,622 | $6,023,665 | $1,468,524 | | Total | $85,968,421 | $48,661,583 | $9,774,143 | Revenues by Geographic Region (Six Months Ended June 30, 2025) | Region | Revenue (USD) | % of Total | | :--- | :--- | :--- | | Europe (UK-Excl.) | $46,981,218 | 55% | | UK | $17,227,980 | 20% | | Africa | $6,912,209 | 8% | | Asia Pacific (Australia Excl.) | $6,390,922 | 7% | | Australia | $4,334,642 | 5% | | Central and South America | $4,121,450 | 5% | | Total | $85,968,421 | 100% | [NOTE 20 – EFFECTIVE TAX RATE](index=19&type=section&id=NOTE%2020%20%E2%80%93%20EFFECTIVE%20TAX%20RATE) The Company's effective tax rate for Q2 and H1 2025 was **(16.3)% and (4.0)%**, respectively, a decrease from 2024, primarily due to shifts in earnings and tax expenses between the U.S. and foreign countries Effective Tax Rate | Period | June 30, 2025 (%) | June 30, 2024 (%) | | :--- | :--- | :--- | | Three Months Ended | (16.3)% | 97.1% | | Six Months Ended | (4.0)% | 16.9% | - The decrease in the effective income tax rate is primarily due to changes in the mix of earnings and tax expenses between the U.S. and foreign countries[211](index=211&type=chunk) [NOTE 21 - COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%2021%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's legal disputes, including a minority owner dispute, a Greek tax dispute with a **$1,468,472** accrued expense, and a contested RKings acquisition holdback payment - Involved in a dispute with minority owners of Fair Champions Meridian Ltd. Cyprus, potentially leading to liquidation or buyout[214](index=214&type=chunk) - Engaged in a tax dispute with Greek tax authorities for tax years 2012-2014, with an accrued tax expense of **$1,468,472** as of December 31, 2024[216](index=216&type=chunk) - Dispute with Mr. Paul Hardman regarding a contested **$626,450 (GBP 500,000)** holdback payment from the RKings acquisition, accrued in liabilities[217](index=217&type=chunk) - The Company is also involved in various labor and tax-related disputes in the ordinary course of business, none of which are expected to have a material impact[218](index=218&type=chunk) [NOTE 22 - MERIDIANBET GROUP PURCHASE AGREEMENT](index=19&type=section&id=NOTE%2022%20-%20MERIDIANBET%20GROUP%20PURCHASE%20AGREEMENT) This note details the MeridianBet Group acquisition, completed on **April 9, 2024**, for approximately **$107.9 million**, resulting in Meridian Sellers becoming majority shareholders and significant intangible asset recognition - Total preliminary purchase consideration for MeridianBet Group was approximately **$107.9 million**[220](index=220&type=chunk) - Consideration included **82,141,857 common shares**, **1,000 Series C Preferred Stock shares**, **$12 million in cash**, and **$15 million in promissory notes**[220](index=220&type=chunk) - Approximately **$30.2 million in intangible assets** and **$64.4 million of goodwill** were recognized[221](index=221&type=chunk) - Meridian Sellers became majority shareholders, holding approximately **69.2% of outstanding common stock** and **67.0% of voting power**[221](index=221&type=chunk) [NOTE 23 – SUBSEQUENT EVENTS](index=19&type=section&id=NOTE%2023%20%E2%80%93%20SUBSEQUENT%20EVENTS) Subsequent to June 30, 2025, the Company issued **45,000 unregistered shares** for services and sold **320,934 additional shares** under its ATM Program, generating approximately **$535,560** in net proceeds - **45,000 unregistered shares** of restricted common stock, valued at **$83,700**, were issued for services subsequent to June 30, 2025[223](index=223&type=chunk) - An additional **320,934 shares** were sold under the ATM Program for approximately **$535,560** in net proceeds after June 30, 2025[224](index=224&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the Company's financial condition and results of operations, covering business segments, liquidity, capital resources, and performance comparisons for Q2 and H1 2025 versus 2024 [General Information](index=19&type=section&id=General%20Information) This sub-section reiterates that financial information reflects MeridianBet Group as the predecessor due to the April 1, 2024, reverse merger and highlights the forward-looking nature of statements - Historical financial information in this report represents **MeridianBet Group as the predecessor** to Golden Matrix Group, Inc. due to the reverse merger effective **April 1, 2024**[228](index=228&type=chunk) - Statements in this section are subject to **forward-looking statements** and various risks, as detailed elsewhere in the report[229](index=229&type=chunk) [Our Business](index=20&type=section&id=Our%20Business) The Company operates three main business lines: online sports betting and casino in Europe, Africa, and Central/South America; iGaming SaaS solutions for Asia-Pacific; and prize competitions in the UK and Australia - Operates online sports betting, online casino, and gaming in **over 15 jurisdictions**, including approximately **700 betting shops** (**250 owned, 450 franchised**)[230](index=230&type=chunk)[231](index=231&type=chunk) - Offers a comprehensive sports betting portfolio covering **over 800 leagues** and **11 million bets monthly**, utilizing proprietary technology for odds setting and risk management[232](index=232&type=chunk) - Provides a diverse gaming portfolio including **in-house developed casino games (Expanse Studios)** and titles from third-party providers[235](index=235&type=chunk) - Develops and owns iGaming intellectual property and builds configurable, scalable, turn-key, and white-label gaming platforms (**GM-X and GM-Ag Systems**) for Asia-Pacific customers, with expansion plans for Europe, U.S., South America, and Africa[237](index=237&type=chunk)[238](index=238&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - Engages in pay-to-enter prize competitions in the UK (**RKingsCompetitions Ltd.**) and online trade promotions in Australia (**Classics For A Cause Pty Ltd**)[250](index=250&type=chunk)[253](index=253&type=chunk) [Cash Requirements, Liquidity and Capital Resources](index=21&type=section&id=Cash%20Requirements%2C%20Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the Company had **$22.14 million in cash** and a **$24.60 million working capital deficit**, primarily due to current debt, with potential future funding needs for growth, acquisitions, and repayments Liquidity and Capital Resources | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $22,136,319 | $30,125,944 | | Working capital (deficit) | $(24,599,062) | $(18,484,062) | | Shareholders' equity | $124,982,523 | $108,950,580 | - Working capital deficit mainly due to **$11.18 million current portion of long-term loans** and **$25.17 million consideration payable** to Meridian Sellers[254](index=254&type=chunk)[256](index=256&type=chunk) - Decrease in cash of **$7,989,625** between December 31, 2024, and June 30, 2025, primarily due to debt repayment[258](index=258&type=chunk) - Material cash requirements include **$10,174,300 cash due to Meridian Sellers by October 9, 2025**, and **$15,000,000 in promissory notes due by April 9, 2026**[259](index=259&type=chunk)[260](index=260&type=chunk) - Company may sell up to an additional **$18.76 million in common stock** under its Equity Distribution Agreement[278](index=278&type=chunk) [Adjusted EBITDA – Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization](index=22&type=section&id=Adjusted%20EBITDA%20%E2%80%93%20Adjusted%20Earnings%20Before%20Interest%2C%20Taxes%2C%20Depreciation%2C%20and%20Amortization) This section presents EBITDA and Adjusted EBITDA as non-GAAP measures; Adjusted EBITDA for H1 2025 was **$9.06 million**, a decrease from **$11.32 million** in the prior year, reflecting net income and non-cash adjustments - EBITDA and Adjusted EBITDA are **non-GAAP financial measures** used to assess performance and for incentive compensation programs[279](index=279&type=chunk)[280](index=280&type=chunk) Reconciliation of EBITDA and Adjusted EBITDA to Net Income (Loss) | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(3,731,891) | $15,626 | $(3,990,108) | $3,964,648 | | EBITDA | $2,032,675 | $3,243,124 | $6,454,716 | $9,087,250 | | Adjusted EBITDA | $3,448,989 | $5,428,162 | $9,061,289 | $11,318,651 | - Adjusted EBITDA decreased by **$2,257,362** for the six months ended June 30, 2025, compared to the same period in 2024[282](index=282&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) The Company experienced significant revenue growth in Q2 and H1 2025, driven by online casino, sports betting, and acquisitions, but this was offset by substantial increases in G&A and interest expenses, leading to a net loss [Three months ended June 30, 2025, compared to the three months ended June 30, 2024.](index=23&type=section&id=Three%20months%20ended%20June%2030%2C%202025%2C%20compared%20to%20the%20three%20months%20ended%20June%2030%2C%202024.) For Q2 2025, revenues increased by **10% to $43.25 million**, driven by online casino and sports betting, but a **24% increase in G&A** and **4,461% surge in interest expense** led to a **$3.58 million net loss** Q2 2025 vs Q2 2024 Financial Performance | Metric | June 30, 2025 (USD) | June 30, 2024 (USD) | $Change (USD) | %Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $43,245,368 | $39,415,242 | $3,830,126 | 10% | | Gross profit | $24,377,019 | $21,685,542 | $2,691,477 | 12% | | General and administrative expenses | $26,681,869 | $21,560,430 | $5,121,439 | 24% | | Interest expense | $1,481,669 | $32,484 | $1,449,185 | 4,461% | | Net income (loss) attributable to GMGI | $(3,584,345) | $64,925 | $(3,649,270) | -5,621% | - Online casino revenue increased by **29%** due to expanded game offerings and new providers[285](index=285&type=chunk) - Online sports betting revenue increased by **10%** due to the launch of the ATLAS platform and improved live betting features[285](index=285&type=chunk) - Classics for a Cause contributed **$2,029,926** in revenue, as it was acquired in August 2024[294](index=294&type=chunk) - Marketing expenses increased by **50%** due to increased budgets and new sponsorship agreements[294](index=294&type=chunk) [Six months ended June 30, 2025, compared to the six months ended June 30, 2024.](index=24&type=section&id=Six%20months%20ended%20June%2030%2C%202025%2C%20compared%20to%20the%20six%20months%20ended%20June%2030%2C%202024.) For H1 2025, revenues surged by **34% to $85.97 million**, driven by online casino, sports betting, and acquisitions, but **G&A expenses rose 43%** and **interest expense 7,913%**, leading to a **$3.82 million net loss** H1 2025 vs H1 2024 Financial Performance | Metric | June 30, 2025 (USD) | June 30, 2024 (USD) | $Change (USD) | %Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $85,968,421 | $64,265,829 | $21,702,592 | 34% | | Gross profit | $48,572,980 | $39,377,472 | $9,195,508 | 23% | | General and administrative expenses | $50,983,847 | $35,558,239 | $15,425,608 | 43% | | Interest expense | $2,953,029 | $36,855 | $2,916,174 | 7,913% | | Net income (loss) attributable to GMGI | $(3,815,953) | $4,055,659 | $(7,871,612) | -194% | - Online casino revenue increased by **23%** due to expanded game offerings and new providers[307](index=307&type=chunk) - Online sports betting revenue increased by **10%** due to the launch of the ATLAS platform and improved live betting features[307](index=307&type=chunk) - GMAG, RKings, and Classics for a Cause segments showed significant revenue increases due to the **Golden Matrix acquisition becoming effective April 1, 2024**[307](index=307&type=chunk) - Salaries and wages increased by **37%** due to increased headcount and salaries, including Golden Matrix employees post-acquisition[314](index=314&type=chunk) - Marketing expenses increased by **70%** due to expanded advertising budgets and new sponsorship agreements[315](index=315&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=25&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) This section emphasizes that financial statement preparation requires significant management estimates for bad debts, accrued liabilities, goodwill, and contingencies, with no material changes to critical accounting policies since the 2024 Annual Report - Preparation of financial statements requires significant management estimates and assumptions, including for contingent liability, stock-based compensation, warrant valuation, accrued expenses, and collectability of accounts receivable[54](index=54&type=chunk)[324](index=324&type=chunk) - No material changes to critical accounting policies have occurred as of **June 30, 2025**, from those disclosed in the 2024 Annual Report[325](index=325&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' Golden Matrix Group, Inc. is exempt from providing detailed quantitative and qualitative disclosures about market risk under Regulation S-K Item 305(e) - The Company is exempt from providing detailed market risk disclosures as it is a **'smaller reporting company'**[326](index=326&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded the Company's disclosure controls and procedures were **effective** as of **June 30, 2025**, with no material changes in internal control over financial reporting during the quarter, acknowledging inherent system limitations - The CEO and CFO concluded that the Company's disclosure controls and procedures were **effective** as of **June 30, 2025**[327](index=327&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended **June 30, 2025**[328](index=328&type=chunk) - Management recognizes that controls and procedures provide only **reasonable assurance** due to resource constraints and judgment application[329](index=329&type=chunk) [PART II. OTHER INFORMATION](index=26&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not a party to any material legal proceedings, except those in Note 21, and management believes current proceedings will not materially adversely affect its financial position - The Company is not currently a party to any **material legal proceeding**, other than those referenced in Note 21[330](index=330&type=chunk) - Management believes the ultimate resolution of current proceedings will **not have a material adverse effect** on the Company's financial position, results of operations, or cash flows[330](index=330&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, highlighting potential needs for additional financing, future equity sales dilution, and common stock market volatility, noting that prior risks related to the Secured Convertible Note are no longer material due to its repayment - The Company may require **additional financing** to support operations, complete acquisitions, and repay outstanding debt, including **$18.0 million** owed under the Unicredit Bank Facility and MeridianBet Group acquisition post-closing amounts[333](index=333&type=chunk)[334](index=334&type=chunk) - Future sales of equity capital, including through the Equity Distribution Agreement, will result in **dilution to existing shareholders**[335](index=335&type=chunk)[337](index=337&type=chunk) - The market for the Company's common stock is currently **illiquid and volatile**, with prices potentially unrelated to actual value, and future sales or warrant exercises could cause further decline and dilution[345](index=345&type=chunk)[350](index=350&type=chunk)[352](index=352&type=chunk)[353](index=353&type=chunk) - Risks related to the Secured Convertible Note with Lind Global Asset Management VIII LLC are **no longer material** as the note was voluntarily repaid in full on **April 28, 2025**[361](index=361&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered equity sales during and after Q2 2025, primarily restricted common stock issued to consultants and Classics Sellers, with exemption claimed under Section 4(a)(2), Rule 506(b), and/or Regulation S - Issued **10,000 shares** of restricted common stock to a consultant on **April 2, 2025**[363](index=363&type=chunk) - Issued **20,000 shares** of restricted common stock to a consultant on **April 3, 2025**[364](index=364&type=chunk) - Issued **206,634 shares** to Classics Sellers on **April 28, 2025**, to satisfy a **$518,650 True-Up Amount**[365](index=365&type=chunk) - Issued **20,000 shares** of restricted common stock to a consultant on **April 30, 2025**[366](index=366&type=chunk) - Issued **10,000 shares** of restricted common stock to a consultant on **May 1, 2025**[367](index=367&type=chunk) - Issued **20,000 shares** of restricted common stock to a consultant on **May 5, 2025**[368](index=368&type=chunk) - Issued **45,000 shares** of restricted common stock to a consultant on **June 30, 2025**[369](index=369&type=chunk) - Issued **45,000 shares** of restricted common stock to a consultant on **July 31, 2025** (subsequent event)[371](index=371&type=chunk) - Exemption from registration is claimed under **Section 4(a)(2), Rule 506(b), and/or Regulation S** of the Securities Act, with shares issued to accredited investors or non-U.S. persons[372](index=372&type=chunk) - No share repurchase activity occurred during **April, May, or June 2025** under the **$5.0 million share repurchase program**, which expired on **July 15, 2025**[373](index=373&type=chunk)[375](index=375&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - There were **no defaults upon senior securities**[376](index=376&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is **not applicable**[376](index=376&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) This section incorporates Item 2 disclosures on unregistered equity sales and confirms no Rule 10b5-1 trading plan adoptions or terminations by directors or executive officers during Q2 2025 - Information on unregistered sales of equity securities from Item 2 is **incorporated by reference**[377](index=377&type=chunk) - No directors or executive officers adopted or terminated **Rule 10b5-1 trading plans** during the quarter ended **June 30, 2025**[378](index=378&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including amendments to the Meridian Purchase Agreement, share exchange agreements, equity incentive plans, debt conversion agreements, and certifications - The exhibits include amendments to the **Meridian Purchase Agreement**, **Share Exchange Agreement for Classics Holdings**, **Equity Distribution Agreement**, and various certifications[379](index=379&type=chunk)[380](index=380&type=chunk)

Core Insights - Expanse Studios has formed a content partnership with Bragg Gaming Group to enhance the distribution of its iGaming content across over 30 regulated markets globally, including the U.S., Canada, Latin America, and Europe [1][2] Company Overview - Expanse Studios specializes in B2B iGaming content, offering a diverse portfolio of over 55 proprietary games, including slots, crash games, and table games [2][5] - Bragg Gaming Group is a leading provider of iGaming content and platform technology, with a portfolio that includes proprietary and exclusive casino titles distributed via the Bragg HUB platform [6] Strategic Importance - The partnership is viewed as a strategic milestone for Expanse Studios, aimed at scaling rapidly in the U.S. and European markets, leveraging Bragg's powerful distribution network [3][4] - The collaboration is expected to create synergies by combining Expanse Studios' high-quality content with Bragg's extensive distribution capabilities, enhancing global reach and offering operators a broader range of engaging iGaming experiences [2][3] Market Focus - The U.S. market is highlighted as a key focus area for Bragg's continued expansion in 2025, with expectations for a positive reception of Expanse Studios' content, particularly its crash games [4]

Core Insights - Expanse Studios, a division of Golden Matrix Group Inc., has received certification for its game Super Heli from Croatia's Ministry of Finance, marking a significant entry into the Croatian market [1][2] - The Croatian gambling market generated US$484.70 million in 2024, with a projected CAGR of 8.4% from 2024 to 2030, indicating strong growth potential for B2B gaming suppliers [2][3] - The certification enhances Expanse Studios' European presence, allowing it to leverage its portfolio of 56 proprietary titles and over 500 B2B partners to capture market share in the EU [3][4] Market Opportunity - Croatia's Online Casinos segment is projected to reach US$218.10 million in 2024, contributing to the overall gambling market expected to reach €720.42 million by 2025 [2][3] - The regulatory framework in Croatia favors established B2B providers, creating high barriers to entry for new competitors and positioning certified suppliers like Expanse as essential partners for operators [4] Company Overview - Golden Matrix Group is a B2B and B2C gaming technology company based in Las Vegas, operating across multiple international markets and developing proprietary gaming platforms [5] - Expanse Studios, founded in 2017, specializes in B2B iGaming content, offering a diverse portfolio of 55 proprietary games tailored for regulated markets [6]

Group 1 - The article initiates coverage on Golden Matrix Group, Inc. (NASDAQ: GMGI) with a Strong Buy rating and a price target of $8 [1] - Golden Matrix Group specializes in providing enterprise SaaS gaming platforms and licensed content to online casinos and sportsbooks, indicating a growing market presence [1] - Moretus Research emphasizes a structured approach to equity research, focusing on companies with durable business models and mispriced cash flow potential [1] Group 2 - The research methodology of Moretus Research combines rigorous fundamental analysis with a judgment-driven process, aiming to filter out noise and overly complex forecasting [1] - Valuation practices are based on sector-relevant multiples tailored to each company's business model, emphasizing comparability and relevance [1] - The research coverage targets underappreciated companies undergoing structural changes or temporary dislocations, which can lead to asymmetric returns [1]

Core Insights - Golden Matrix Group Inc. (NASDAQ: GMGI) announced an insider purchase of 10,000 shares at a price of $1.36 per share, as reported in an SEC Form 4 filing dated May 27, 2025 [1]. Company Overview - Golden Matrix Group Inc. develops and distributes proprietary gaming platforms, sports betting solutions, and promotional games across over 25 international markets. Its portfolio includes brands such as Meridianbet, Expanse Studios, GMAG, R Kings Competitions, and Classics for a Cause [4]. Insider Activity - There have been a total of 25 insider purchases recorded for GMGI in the past year, indicating a positive sentiment from company insiders [5]. - Argus Research has reiterated a Buy signal for GMGI, suggesting confidence in the company's future performance [5].