Financial Analysis

NOTE 7 ACQUISITIONS Golden Matrix and Aleksandar Milovanovic; Zoran Milosevic, and Snezana Bozovic (MeridianBet Group) MeridianBet Purchase Agreement Please refer to Note 22 MeridianBet Group Purchase Agreement , for a discussion of the MeridianBet Purchase Agreement, pursuant to which effective April 1, 2024, Golden Matrix (legal acquirer/accounting acquiree) acquired MeridianBet Group (legal acquiree/accounting acquirer) from the Meridian Sellers. Classics Holding Acquisition On August 16, 2024, the Company entered into a Share Exchange Agreement to acquire an 80% ownership interest in Classics Holdings from NJF Exercise Physiologists Pty Ltd and Think Tank Enterprises Pty Ltd (collectively the Classics Sellers ). Classics Holdings, through its wholly-owned subsidiary, Classics For a Cause Pty Ltd, is an independent online trade promotions company in Australia, which operates a well-established business-to-consumer (B2C) platform that offers paid members access to a wide range of discounts from retailers across Australia. Classics For a Cause rewards its members with free entries into promotional giveaways, which feature luxury and classic motor vehicles, exotic motor vehicles, and caravans. Pursuant to the Share Exchange Agreement, the Classics Sellers agreed to sell the Company 80% of the outstanding capital stock of Classics Holdings (the Classics Stock ). In consideration for the Classics Stock, we agreed to pay the Classics Sellers, pro rata with their ownership of Cla …

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NOTE 21 - COMMITMENTS AND CONTINGENCIES Legal Matters The Company may be involved, from time to time, in litigation or other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, and other related claims and vendor matters; however, none of the aforementioned matters are currently pending, except as discussed below. The Company believes that we are not exposed to matters that will individually, or in the aggregate, have a material adverse effect on our financial condition or results of operations. Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of managements expectations, the Companys financial condition and operating results for that reporting period could be materially adversely affected. The Company is involved in a dispute with one of its Cyprus subsidiaries minority owners. Meridian Malta owns 51% of the Cypriot company, Fair Champions Meridian Ltd. (Fair Champions). Meridian Malta and the minority shareholders of Fair Champions are engaged in two related court actions. They were also engaged in another two court actions (one from each side) in which they were seeking the liquidation of Fair Champions. These liquidation applications were closed without damages. The former proceedings are pending in the District Court of L …

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NOTE 15 SHORT-TERM AND LONG-TERM LOANS Unicredit Bank Facility On May 1, 2024, effective May 16, 2024, Meridian Serbia entered into a Facility Agreement dated as of April 30, 2024 (the Facility Agreement ) with Unicredit Bank Serbia JSC Belgrade ( Unicredit Bank ). UniCredit Bank agreed to loan Meridian Serbia up to 2,350,000,000 Serbian dinars (approximately $21,850,000 as of the agreement signing date), pursuant to the terms of the Facility Agreement (the Loan ). A total of $11 million of the proceeds from the Loan was paid to the Meridian Sellers pursuant to the terms of the MeridianBet Purchase Agreement. The Loan is secured by a mortgage on substantially all of Meridian Serbians real estate; a pledge by Golden Matrix Serbia of all the outstanding capital stock of Meridian Serbia; a pledge by the Company of all of its ownership in Golden Matrix Serbia; and an assignment of Meridian Serbias insurance policies. On May 16, 2024, the Company entered into a Guaranty Agreement in favor of Unicredit Bank to guarantee in full the repayment of the Loan. The Loan bears interest at the one-month BELIBOR rate, plus 3.15% per annum (currently approximately 8.75%), payable monthly in arrears. The Loan is repayable in installments, beginning six months after May 16, 2024, and payable in full by the maturity date, May 17, 2027. The first installment was paid on November 16, 2024. The Company recorded a debt discount of $908,037 related to the Unicredit Bank facility in connection with ad …

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NOTE 20 EFFECTIVE TAX RATE We are subject to federal and state income taxes in the United States, as well as income taxes in the foreign jurisdictions in which we operate. Our effective tax rate was 24.21% and -4.02% for the six months ended June 30, 2026 and 2025, respectively. In addition, our effective tax rate was 24.10% and -15.13% for the three months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the six months ended June 30, 2026, compared with the same period in 2025, was primarily due to a change in the jurisdictional mix of income. …

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The Company did not adopt any new accounting pronouncements during the three months ended June 30, 2026 that had a material impact on its consolidated financial statements.

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NOTE 17 RELATED PARTY TRANSACTIONS All related-party transactions have been recorded at the amount of consideration established and agreed to by the related parties. Articulate Pty Ltd, 50% owned by Marla Goodman (wife of the Companys former Chief Executive Officer) and 50% owned by Mr. Goodman, the Companys former Chief Executive Officer On April 1, 2024, following the MeridianBet Acquisition, the Company assumed a March 1, 2018 License Agreement between Articulate and Golden Matrix, in which Articulate received a license from the Company to use the GM2 Asset technology and agreed to pay Golden Matrix a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system. The License Agreement was mutually terminated, effective January 1, 2025. As of June 30, 2026 and December 31, 2025, the amount receivable from Articulate was $130,238 and $132,072, respectively. Elray Resources Inc., Mr. Goodman, the Companys former CEO, serves as CEO & Director of Elray, and Ms. Feng, the Companys former COO, serves as Treasurer and Director of Elray. On April 1, 2024, the Company assumed a December 7, 2022, Software License Agreement between Golden Matrix and Elray Resources, Inc. ( Elray ), in which the Company granted Elray a license for the use and further distribution of certain of Golden Matrixs online games. The license provides Elray the right to use the online games solely for the purpose of running an online blockchain casino ent …

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NOTE 19 SEGMENT REPORTING AND GEOGRAPHIC INFORMATION The Company operates its business through three operating segments MeridianBet Group, GMAG, RKings & CFAC (discussed in greater detail below), which are based on its business activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for which operating results are evaluated regularly by the Companys chief operating decision maker ( CODM ) in deciding how to allocate resources as well as in assessing performance. The Companys chief operating decision maker is a management function comprised of two individuals. These two individuals are the Companys Chief Executive Officer and MeridianBet Groups Chief Executive Officer. The Companys chief operating decision makers and management utilize revenues and operating income as the primary profit measures for its reportable segments. The Companys three reportable segments are as follows: MeridianBet Group This segment includes revenues from retail sports betting, retail casinos, online sports betting, online casinos, and bars operated by MeridianBet Group companies across Serbia, Bosnia, Montenegro, Africa, Central and South America, and other European regions. GMAG This segment generates revenue through the Companys resale of third-party gaming content, primarily serving customers in the Asia-Pacific region. RKings & CFAC This segment includes revenues from pay-to-enter prize competitions and tra …

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NOTE 18 - EQUITY The historical shareholders equity of MeridianBet Group (the accounting acquirer /legal acquiree) prior to the reverse merger (the MeridianBet Acquisition) has been retrospectively adjusted (a recapitalization) for the equivalent number of shares received by the former owners of MeridianBet Group as required under ASC 805. Preferred Stock The Company has 20,000,000 shares of $0.00001 par value preferred stock authorized. As of June 30, 2026, and December 31, 2025, 0 and 0 Series B preferred shares of par value $0.00001 were outstanding, respectively. As of June 30, 2026, and December 31, 2025, 1,000 and 1,000 Series C Preferred Stock shares of par value $0.00001 were outstanding, respectively. As of June 30, 2026, and December 31, 2025, 19,998,000 shares of preferred stock remained undesignated. Common Stock As of June 30, 2026, and December 31, 2025, 25,000,000 and 25,000,000 shares of common stock, par value $0.00001 per share, were authorized, of which 12,669,479 and 12,641,023 shares were issued and outstanding, respectively. Common Stock Transactions As of December 31, 2025, the Company had accrued quarterly salary compensation of $429,077 payable to Zoran Milosevic, Chief Executive Officer of the MeridianBet Group, representing the equivalent of 21,516 shares of common stock, and $144,077 payable to Snezana Bozovic, Chief Operating Officer of Meridian Serbia, Secretary of the MeridianBet Group, and a member of the Board of Directors, representing the eq …

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NOTE 23 SUBSEQUENT EVENTS The Company evaluated subsequent events through the date these consolidated financial statements were issued and concluded that there were no subsequent events requiring recognition or disclosure. …

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