Executive Summary / Key Takeaways

• Transformative Growth Engine: Golden Matrix Group (GMGI) has rapidly transformed into a diversified global iGaming and sports betting powerhouse following its reverse merger with Meridianbet, strategically expanding its B2B and B2C operations across Europe, Africa, and the Americas.
• Technological Moat: The company's proprietary ATLAS platform, coupled with advanced AI-driven tools for personalized recommendations and in-play betting features, provides a significant technological edge, enhancing user engagement and operational efficiency.
• Robust Financial Expansion: GMGI is demonstrating strong top-line growth, with Q3 2024 consolidated revenues up 85% year-over-year to $41 million and year-to-date revenues reaching $105 million, driven by online casino, sports betting, and new acquisitions.
• Strategic Market Penetration: Aggressive market expansion into high-growth regions like Brazil, Peru, South Africa, and Nigeria, alongside the successful integration of acquisitions like Classics for a Cause, positions GMGI for sustained double-digit growth and market share capture.
• Outlook & Value Creation: Management targets over $150 million in annual revenues and $13 million in Adjusted EBITDA by 2025, underpinned by cost efficiencies, product synergies, and continued investment in its diversified portfolio and technological leadership, despite near-term liquidity management needs.

The Transformed Gaming Powerhouse: Setting the Global Stage

Golden Matrix Group (GMGI) has rapidly ascended to become a significant player in the booming global iGaming and sports betting industry, a sector characterized by its rapid evolution and substantial growth. The company's current strategic posture is a direct outcome of a transformative reverse merger completed on April 9, 2024, with Meridianbet, a well-established sports betting and gaming group founded in 2001. This pivotal acquisition, which saw Meridianbet identified as the accounting acquirer, fundamentally reshaped GMGI's operational footprint and strategic direction, aligning its fiscal year-end to December 31 and integrating Meridianbet's extensive proprietary systems.

GMGI now operates a diversified portfolio spanning online sports betting, online casino, and gaming operations across more than 15 jurisdictions in Europe, Africa, and Central and South America. Beyond its direct-to-consumer (B2C) offerings, the company is an innovative provider of enterprise Software-as-a-Service (SaaS) solutions for iGaming operators, primarily in the Asia Pacific region. This comprehensive approach is further bolstered by its involvement in pay-to-enter prize competitions in the UK through RKings and online trade promotions in Australia via Classics for a Cause. This multi-faceted business model, underpinned by a commitment to scaling and global expansion, positions GMGI to capitalize on the industry's robust tailwinds.

The iGaming industry is experiencing a significant boom, with sports betting and online casinos consistently ranking among the fastest-growing segments. This dynamic environment, however, is also highly competitive, with new entrants frequently emerging. GMGI's strategy is to differentiate itself through advanced technological infrastructure, a diversified product portfolio, personalized customer experiences, and prudent regulatory compliance. This focus on innovation and adaptability is critical for maintaining and enhancing its competitive edge against both established giants and agile newcomers.

Technological Edge: The ATLAS Platform and AI Innovation

At the heart of GMGI's competitive strategy lies its advanced proprietary technology, which serves as a foundational strength across its diverse operations. Meridianbet's "ATLAS" platform, a fifth-generation sports betting and online casino system, represents the culmination of a five-year journey to overhaul its gaming infrastructure. Over 80% of core operations have already transitioned to ATLAS, which boasts a scalable, micro-service based architecture enabling seamless deployment across major markets. This technological leap positions GMGI to directly compete with industry leaders such as bet365 and Betano, who also leverage cutting-edge software.

The tangible benefits of this technology are evident in enhanced user experience and operational metrics. The ATLAS platform introduces key features like "Bet Boost" for enhanced odds, "Auto Cashout" for automatic bet settlement, and "Early Payout" for pre-result settlements. A complete redesign of the sports webpage, improvements to live betting via the "Watch & Bet" feature (allowing full-screen live streaming while placing in-play bets), and an increase in live streams, particularly for tennis, directly contribute to higher in-play betting volume, extended session duration, and increased revenue per active user.

GMGI is also at the forefront of integrating Artificial Intelligence (AI) to deepen user engagement. In Q3 2024, Meridianbet introduced two AI-powered tools: the AI Casino Recommender and the AI Bet Recommender. The AI Casino Recommender leverages player behavior and preferences to deliver precise game recommendations, resulting in over a 10% increase in engagement with recommended games and a 9% boost in interactions with new game titles. The AI Bet Recommender analyzes extensive sports data to provide personalized bet suggestions, seamlessly integrated with CRM tools to improve user segmentation, engagement, and retention. These innovations are critical for maintaining a personalized and sticky user experience in a crowded market.

Further enhancing its technological moat, Expanse Studios, GMGI's in-house iGaming development unit, is a key driver of proprietary content. Expanse Studios has expanded its portfolio to over 50 proprietary games and added more than 100 new partners. This segment achieved a remarkable 167% year-over-year revenue increase in Q3 2024, with total spins in September reaching 72.3 million—twice the count from Q3 2023—and an active player base growing 135% year-over-year to 135,000. The studio's strategic initiatives include launching new games for the "social casino category," an explosively popular segment in the U.S., and securing certifications for the Brazilian and Croatian iGaming markets. A significant U.S. and EU distribution deal with Bragg Gaming (BRAG), secured in July 2025, will expand Expanse Studios' reach across over 30 regulated markets globally. This continuous innovation in proprietary content and distribution is a powerful differentiator, reducing reliance on third-party content and improving product margins.

A Diversified Portfolio Driving Growth: Segment Performance in Detail

GMGI's strategic consolidation has yielded a diversified revenue stream, with each segment contributing to the company's robust growth trajectory. For the six months ended June 30, 2025, total revenues surged 34% year-over-year to $85.97 million, with gross profit increasing 23% to $48.57 million.

The MeridianBet Group (B2C operations) remains the cornerstone, reporting $56.93 million in revenues and $40.36 million in gross profit for the first half of 2025. Online casino revenue for Q2 2025 grew 29% year-over-year to $12.72 million, driven by an expanded offering of over 2,500 games, the integration of nine new providers, and the success of Expanse Studios' "Gates of Olympia." Online sports betting revenue increased 10% to $9.87 million in Q2 2025, largely due to the ATLAS platform's new features. Retail operations also saw a 3% revenue increase to $5.81 million, bolstered by 60 new IMPERA brand slot machines. In Q3 2024, Meridianbet's total revenue grew 16% year-over-year, with online up 19% and retail up 6%. Total deposits rose 13% from Q2 2024 to $61.9 million, and new online registrations increased 23% year-over-year to 125,000. The online casino's gross gaming revenue (GGR) margin improved to 3.37% (from 2.22% in Q3 2023), with quarterly turnover reaching $356.4 million, a 21% year-over-year increase.

The GMAG segment (B2B SaaS) generated $7.47 million in revenues for the first half of 2025. While Q2 2025 revenue saw a 21% year-over-year decrease to $3.63 million, primarily due to increased market competition and reduced usage by some key customers, management is actively addressing this by expanding product offerings and enhancing margins. In Q3 2024, GMAG demonstrated strong operational metrics, with wagering growing 84% to $1.4 billion and year-to-date wagering increasing 115% to $3.6 billion. The gross profit margin improved to 26.2% from 24.7% in Q2 2024, a testament to the focus on diversifying the game portfolio with high-margin crash games and AI-driven retention strategies.

The RKings CFAC segment (Competitions & Promotions) contributed $21.56 million in revenues for the first half of 2025. RKings' revenue for Q2 2025 decreased 13% year-over-year to $8.38 million due to cost-cutting changes in marketing strategy. However, management reported an "exceptionally strong recovery" in October 2024, with revenue up 11.1% on September, and anticipates a strong Q4 performance. Classics for a Cause, acquired in August 2024, added $2.03 million in revenues for Q2 2025 and contributed $2.1 million in revenues, $503,000 in EBITDA, and $253,000 in profit in its first two months of Q3 2024. This acquisition introduces a dynamic new segment, expanding revenue streams and customer base.

The MexPlay (Mexican Online Casino) operation, though relatively new, is scaling rapidly. In Q3 2024, it reported over 14,000 monthly active players (up 56% from Q2 2024), cash deposits of $1.5 million (up 25%), wagering of $15 million (up 67%), and gross gaming revenue of $575,000 (up 36%). These trends underscore the significant growth potential in this market.

Financial Health and Liquidity: Fueling Expansion

GMGI's financial performance reflects a company in a period of significant transformation and investment. For the six months ended June 30, 2025, the company reported a net loss attributable to GMGI of $3.82 million, compared to a net income of $4.06 million in the prior-year period. This shift is primarily attributed to increased general and administrative expenses, which rose 43% to $50.98 million, driven by higher stock-based compensation, a 96% increase in amortization from new intangible assets (post-acquisition), and a 37% increase in salaries and wages due to headcount growth and the Golden Matrix acquisition. Marketing expenses also surged 70% to $12.75 million, reflecting expanded advertising budgets and new promotional activities. Interest expense saw a substantial increase of 7913% to $2.95 million, mainly due to the amortization of debt discounts related to the October 2024 Secured Convertible Note and commercial bank borrowings.

Despite these increased expenses, the company's operating cash flow for the six months ended June 30, 2025, was a healthy $10.12 million, significantly up from $2.55 million in the prior year. Free cash flow for the same period was $1.92 million. As of June 30, 2025, GMGI held $22.14 million in cash and cash equivalents. While the company reported a working capital deficit of $24.60 million, primarily due to $11.18 million in current long-term loan portions and $25.17 million in consideration payable to Meridian Sellers, management believes its current cash on hand is sufficient to meet working capital and capital expenditure requirements for at least the next 12 months.

GMGI has been actively managing its debt, voluntarily prepaying the remaining $7.20 million balance of the Secured Convertible Note in April 2025. However, significant obligations remain, including $10.17 million in cash due to Meridian Sellers by October 9, 2025, and $15.00 million in promissory notes due by April 9, 2026. The company also has access to additional capital through its at-the-market (ATM) program, with up to $18.76 million available for sale, providing flexibility for future funding needs. The company's shareholder equity grew 60% to $94 million as of September 30, 2024, demonstrating a strengthening balance sheet post-merger.

Strategic Outlook and Growth Trajectory

GMGI's management maintains a "bullish outlook for strong ongoing growth and sustainable results," with expectations to "set new records" for Q4 2024. This confidence is rooted in a clear strategy focused on operational excellence, market expansion, and disciplined capital allocation. The company is "laser focused" on implementing cost efficiencies and rationalization across the organization, identifying product synergies and removing redundancies to improve profitability.

A key pillar of the growth strategy is continued market expansion. Meridian Gaming Brazil is advancing through the federal shortlisting process for a statewide sports betting and iGaming license, with full completion anticipated by the end of 2024. This is a critical step towards accessing a market projected at approximately $20 billion with a potential player base of 106 million by 2025. New licenses have also been secured in Peru (a $1.2 billion iGaming market growing at 6.4% annually) and South Africa (digital gaming revenue expected to reach $828.5 million in 2024). In March 2025, Meridianbet officially launched B2B operations in Nigeria, tapping into a regulated $2 billion betting market. Expanse Studios is also pursuing licenses in Croatia and Romania and applying for a New Jersey casino service industry enterprise license, signaling a concerted effort to expand into the lucrative U.S. iGaming market.

Management has set ambitious quantitative targets, aiming for annual revenues of over $150 million and adjusted EBITDA of over $13 million by 2025. These targets are supported by the ongoing full deployment of the ATLAS platform, the continued success of AI-powered engagement tools, and a disciplined approach to accretive acquisitions, focusing solely on profitable, cash-positive businesses. The company's commitment to investing in its "industry-leading talent" further underpins its long-term growth prospects, ensuring continuous innovation and effective market execution.

Competitive Landscape and Strategic Positioning

The online gaming and sports betting industry is fiercely competitive, characterized by rapid technological advancements and aggressive market share battles. GMGI operates within this dynamic environment, positioning itself as a technologically advanced, diversified, and geographically expansive player.

Compared to direct competitors like DraftKings (DKNG), which primarily focuses on the B2C market in North America, GMGI differentiates itself through its strong B2B SaaS offerings and a broader international footprint across Europe, Africa, and Asia Pacific. While DraftKings benefits from significant brand recognition and scale in its core market, GMGI's platform flexibility and content diversity cater to a wider array of third-party operators, potentially offering more cost-effective and customizable solutions.

Against global giants like Flutter Entertainment (FLUT), which owns multiple B2C brands, GMGI's B2B model and regional focus allow it to exploit niches where Flutter may have less dominance. Flutter's vast network and customer loyalty are formidable, but GMGI's emphasis on proprietary technology and content, particularly through Expanse Studios, allows it to offer unique value propositions.

In the European market, GMGI competes with players like Entain (GMV), the parent company of Bet365. While Entain is known for its user-friendly platforms and strong direct betting services, GMGI's customizable B2B solutions and diverse content aggregation can offer operators greater flexibility. GMGI's ATLAS platform is specifically designed to compete with the latest generation software utilized by industry leaders like Bet365, indicating a direct challenge on the technology front.

Against live casino specialists such as Evolution Gaming (EVO), GMGI's platforms offer a broader scope, including sportsbooks and lotteries, potentially leading to stronger cross-selling opportunities for its operator clients. While Evolution Gaming excels in live gaming innovation, GMGI's omni-channel approach and mobile accessibility provide a comprehensive solution for diverse player preferences.

GMGI's primary competitive advantages, or moats, are its proprietary gaming intellectual property (including the ATLAS platform and Expanse Studios' games), its global distribution channels, and its extensive regulatory licenses across numerous jurisdictions. These assets enable enhanced operator efficiency, recurring revenue streams from SaaS models, and access to diverse, high-growth markets. However, GMGI faces vulnerabilities, including its regional concentration in certain markets and a historical dependence on third-party content, although the growth of Expanse Studios is actively mitigating the latter. The company's strategic response involves continuous innovation, customer-centricity, adaptability to regulatory changes, and disciplined M&A to strengthen its market position.

Key Risks and Challenges

Despite its compelling growth story, GMGI faces several pertinent risks. The company's working capital deficit and upcoming payment obligations, including $10.17 million in cash due to Meridian Sellers by October 2025 and $15.00 million in promissory notes by April 2026, highlight a continued need for careful liquidity management. While management believes current cash is sufficient, the potential need for additional financing could lead to shareholder dilution through equity sales or increased debt, which may come with unfavorable terms.

The company's common stock has experienced high volatility and illiquidity, trading between $1.33 and $3.06 in the last 52 weeks. This sporadic market activity means the stock price may not always reflect its intrinsic value, and future sales by existing stockholders, particularly from the exercise of warrants like the Lind Warrant, could cause further dilution and stock price decline due to market overhang.

GMGI is also involved in several legal disputes, including with minority owners of a Cyprus subsidiary (Fair Champions Meridian Ltd.), Greek tax authorities (with $1.47 million accrued for prudence), and a contested $626,450 GBP holdback payment related to the RKings acquisition. While management is vigorously defending these claims and believes they will not have a material adverse effect, the outcomes are inherently uncertain and could impact financial results. Furthermore, the competitive nature of the iGaming market, as evidenced by reduced usage in the GMAG segment due to increased competition, poses an ongoing challenge that requires continuous innovation and strategic adaptation.

Conclusion

Golden Matrix Group stands at a pivotal juncture, having successfully executed a transformative reverse merger and embarked on an ambitious global expansion. The company's core investment thesis rests on its ability to leverage a robust, technologically advanced platform and a diversified portfolio to capture significant market share in the booming iGaming industry. The ATLAS platform, coupled with AI-driven personalization and a growing suite of proprietary games from Expanse Studios, provides a formidable competitive moat, enabling enhanced user engagement and operational efficiencies.

While the company is navigating the financial complexities of its recent acquisitions, including managing a working capital deficit and upcoming payment obligations, its strong operating cash flow and access to additional capital provide the necessary flexibility. Management's clear strategic vision for cost rationalization, product synergies, and aggressive market penetration into high-growth regions like Brazil and Nigeria, underpins its ambitious targets for over $150 million in annual revenues and $13 million in Adjusted EBITDA by 2025. Despite the inherent risks of a competitive and highly regulated industry, GMGI's strategic consolidation, technological leadership, and disciplined approach to growth position it as a compelling opportunity for discerning investors seeking exposure to the rapidly expanding global iGaming market.