Item 2.02. Results of Operations and Financial Condition.
On January 30, 2023, Golden Matrix Group, Inc. (the "Company", "we" and "us")
issued a press release disclosing its results of operations for the twelve-month
period ended October 31, 2022. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this
Item 2.02 by reference.
The Company also posted a presentation relating to its results of operations for
the twelve-month period ended October 31, 2022 on its website at
www.goldenmatrix.com/highlights (which information from such website is not
incorporated by reference into this Current Report on Form 8-K), a copy of which
presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated into this Item 2.02 by reference.
The information contained in this Current Report and Exhibits 99.1 and 99.2
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
The Company is making reference to non-GAAP financial information in the press
release and presentation. A reconciliation of these non-GAAP financial measures
to the comparable GAAP financial measures is contained in the attached press
release and presentation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1* Press Release of Golden Matrix Group, Inc., dated January 30,
2023
99.2* Presentation of Golden Matrix Group, Inc. regarding the
twelve-month period ended October 31, 2022
104 Inline XBRL for the cover page of this Current Report on Form 8-K
* Furnished herewith.
The inclusion of any website address in this Form 8-K, and any exhibit thereto,
is intended to be an inactive textual reference only and not an active
hyperlink. The information contained in, or that can be accessed through, such
website is not part of or incorporated into this Form 8-K.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Current Report on Form 8-K and the press release
and presentation 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.
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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
Sale and Purchase Agreement of Share Capital (the "Purchase Agreement") entered
into between the Company and Aleksandar Milovanovic, Zoran Milosevic and Snezana
Bozovic (the "Sellers"), on January 11, 2023 (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 Ukraine/Russia conflict, increased interest rates, recessions and
increased inflation; 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; 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;
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
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 Company's lack of effective 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
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, 2022. These reports are available at www.sec.gov.
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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 Securities and Exchange Commission (SEC) a proxy
statement to seek shareholder approval for the Purchase Agreement and the
issuance of shares of common stock in connection therewith, which, when
finalized, will be sent to the shareholders of the Company seeking their
approval of the respective transaction-related proposals, as well as other
documents regarding the proposed transactions. This communication is not a
substitute for any proxy statement or other document the Company may file with
the SEC in connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE
PURCHASE AGREEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PURCHASE AGREEMENT AND THE
PROPOSED PURCHASE TRANSACTION.
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the SEC at www.sec.gov or from the
Company at its website, https://goldenmatrix.com/investors-overview. Documents
filed with the SEC by the Company will be available free of charge on the
"Investors," "SEC Filings" page of our website
at https://goldenmatrix.com/investors-overview/sec-filings/ or, alternatively,
by directing a request by mail, email or telephone to the Company at 3651
Lindell Road, Suite D131, Las Vegas, NV 89103; ir@goldenmatrix.com; or (702)
318-7548, respectively.
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 SEC. Information about the Company's
directors and executive officers and their ownership of the Company is available
in the Company's Annual Report on Form 10-K for the year ended October 31, 2022,
Filed with the SEC on January 30, 2023.
The Sellers, the target 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 SEC regarding the Purchase Agreement when they become
available. Investors should read the proxy statement carefully when it becomes
available before making any voting or investment decisions. You may obtain free
copies of these documents from the Company using the sources indicated above.
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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