Golden Matrix Group Inc.

08/28/2024 | Press release | Distributed by Public on 08/28/2024 18:40

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Milovanovic Aleksandar
2. Issuer Name and Ticker or Trading Symbol
Golden Matrix Group, Inc. [GMGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ Member of 10% Reporting Group
(Last) (First) (Middle)
MERIDIAN TECH D.O.O. , BULEVAR MIHAJLA PUPINA 10B
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NOVI BEOGRAD Z2 11070
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Milovanovic Aleksandar
MERIDIAN TECH D.O.O.
BULEVAR MIHAJLA PUPINA 10B
NOVI BEOGRAD, Z211070

X
Member of 10% Reporting Group

Signatures

/s/ Aleksandar Milovanovic 2024-08-28
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On June 17, 2024, the Issuer entered into a Debt Conversion Agreement with the Reporting Person pursuant to which the Reporting Person agreed to convert an aggregate of $4,000,000 owed by the Issuer to the Reporting Person into an aggregate of 1,333,333 shares of restricted common stock of the Company, based on a conversion price of $3.00 per share.
(2) Excludes shares of common stock relating to the voting group described below under "Remarks".
(3) The Deferred Cash Convertible Promissory Note ("Convertible Note"), is convertible into shares of common stock of the Issuer, at any time, from time to time, at the option of the Reporting Person, based on a conversion price, determined at the option of the Reporting Person of either (A) (i) the average closing sales price of the Issuer's common stock on the Nasdaq market over the thirty trading day period ending on the trading day immediately preceding the date of the conversion notice; (ii) minus a discount of 15%; or (B) $3.00, subject to a floor of $2.00 per share (the "Conversion Price").
(4) On June 17, 2024, the Reporting Person agreed to exchange $3 million owed to the Reporting Person by the Issuer into the $3,000,000 Convertible Note
(5) The maturity date of the Convertible Note is December 17, 2025.
(6) Represents the maximum number of shares of common stock of the Issuer issuable upon conversion of the Convertible Note, based on the Conversion Price.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.