GOLDEN MATRIX GROUP, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Meridian Companies operate online sports betting and gaming operations and
are currently licensed and operating in more than 15 jurisdictions across
Pursuant to the Purchase Agreement, the Sellers agreed to sell us 100% of the
outstanding capital stock of each of the Meridian Companies in consideration for
(a) a cash payment of
The purchase of 100% of the Meridian Companies pursuant to the Purchase
Agreement is defined herein as the "Purchase". The agreed upon aggregate value
of the transaction is
The Purchase is contemplated to close in two phases, with phase 1 being the purchase of 100% of each of the Meridian Companies other than Meridian Serbia, together with 90% of Meridian Serbia ("Phase 1 Closing"); and phase 2 being the purchase of the remaining 10% of Meridian Serbia ("Phase 2 Closing").
The Phase 1 Closing is required to occur prior to
In the event of the occurrence of a change of control of the Company following the closing, the Post-Closing Consideration and amounts due pursuant to the Promissory Note are immediately due and payable.
The Purchase Agreement also requires Milosevic to take commercially reasonable efforts to transfer his ownership of Meridian Gaming Peru S.A.C. ("Meridian Peru") to Meridian Cyprus, for nominal consideration, following the Phase 1 Closing.
Pursuant to the Purchase Agreement, we and the Sellers made certain representations and provided certain warranties (which are required to be re-certified at closing) to each other relating to, among other things: (a) the authorization, performance and enforceability of the agreement; (b) the Company and the Meridian Companies being in good standing; (c) the capitalization, compliance with laws, real estate and leases held by, title to assets, information technology, legal proceedings, taxes, employee matters, intellectual property, and transactions with affiliates, of the Meridian Companies and the Company; (d) that there are no pending or threatened actions preventing the transactions contemplated by the agreement from being completed; (e) that no brokers or finders fees are required to be paid in connection with the Purchase; and (f) that the information to be provided in connection with the Proxy Statement will be accurate. We and the Sellers also confirmed our status as accredited investors and made certain other representations to each other in order for each party to confirm a valid exemption from registration exists for the purchase of the securities contemplated by the Purchase Agreement.
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The closing of the Purchase is subject to certain closing conditions (some of
which apply only for the Phase 1 Closing and some of which apply for both the
Phase 1 Closing and Phase 2 Closing), including (a) the delivery to each party
of required board, and where applicable, shareholder approvals; (b) Sellers'
delivery of documentation and agreements evidencing the assets of the Meridian
Companies, including intellectual property; (c) certain change of control
notifications being submitted to the relevant jurisdictions governing the
Meridian Companies; (d) delivery of customary good standing certificates,
transfer documents, closing agreements; officer certificates and secretary
certificates; (e) delivery of executed copies of certain shareholders agreements
and restricted covenant agreements required to be entered into with various
minor shareholders of certain subsidiaries of the Meridian Companies as a
required condition of the Phase 1 Closing (collectively, the "Shareholder
Agreements"); (f) delivery of the closing cash and equity compensation; (g) the
entry into employment agreements between the Company and the Sellers in
substantially the same form as the Company's employment agreement with
Item 3.02. Unregistered Sales of
The issuance of the Purchase Shares is intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuances will not involve a public offering, the recipients have confirmed that they are "accredited investors", and the recipients will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities will be subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
As described above, the issuance of the Purchase Shares will cause substantial dilution to existing stockholders. To the extent issued in full, the maximum number of Purchase Shares issuable pursuant to the Purchase Agreement (without taking into account any Post-Closing Equity Awards) will total 65,285,714 shares of common stock (when including 1,000 shares of common stock issuable upon conversion of the Series C Voting Preferred Stock pursuant to its terms).
Item 7.01 Regulation FD Disclosure.
On
The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 2.1*#£ Sale and Purchase Agreement of Share Capital datedJanuary 11, 2023 by and betweenGolden Matrix Group, Inc. , as purchaser and the shareholders of: Meridian Tech Društvo Sa Ograni?enom Odgovornoš?u Beograd, a private limited company formed and registered in and under the laws of theRepublic of Serbia , Društvo Sa Ograni?enom Odgovornoš?u "Meridianbet" Društvo Za Proizvodnju, Promet Roba I Usluga, Export Import Podgorica, a private limited company formed and registered in and under the laws ofMontenegro ,Meridian Gaming Holdings Ltd. , a company formed and registered in the Republic ofMalta , andMeridian Gaming (Cy) Ltd , a company formed and registered in theRepublic of Cyprus , as sellers Form of Certificate of Designation ofGolden Matrix Group, Inc. 3.1* Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Preferred Stock (not yet effective) 10.1* Form of Promissory Note (January 11, 2023 Sale and Purchase Agreement)(not yet effective) 99.1** Press release datedJanuary 12, 2023 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith.
# Certain schedules and exhibits have been omitted pursuant to
Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or
Exhibit will be furnished supplementally to the
£ Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
7 FORWARD-LOOKING STATEMENTS
Certain statements made in this Current Report on Form 8-K and the press release attached 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 Company or
the Sellers (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
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 ability to obtain approval by the Company's shareholders on the
expected schedule of the transactions contemplated by the Purchase Agreement;
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 Purchase Agreement
Parties operate; the impact of the COVID-19 pandemic on the Company; the effect
on the Company and its operations of the ongoing
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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
The Company cautions that the foregoing list of important factors is not complete, and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of any Purchase Agreement Parties are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company's future results. The forward-looking statements included in this press release are made only as of the date hereof. the Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that is not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote, proxy or
approval in connection with the Purchase Agreement or related transactions. In
connection with the transactions contemplated by the Purchase Agreement, the
Company plans to file with the
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
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Participants in the Solicitation
The Company and certain of its respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the respective
shareholders of the Company in respect of the transactions contemplated by the
Purchase Agreement under the rules of the
The Sellers, the Meridian Companies, and their respective directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the Purchase Agreement. A list of the names of such parties and information regarding their interests in the Purchase Agreement will be included in the proxy statement for the Purchase Agreement when available.
Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Purchase Agreement and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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