Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Senior Secured Convertible Promissory Note

On October 30, 2024, Golden Matrix Group, Inc. (the "Company") and Lind Global Asset Management VIII LLC, a Delaware limited partnership (the "Investor"), entered into a Second Amendment to Senior Secured Convertible Promissory Note (the "Amendment"), which amended that certain secured, two-year, interest free convertible promissory note in the original principal amount of $12,000,000 issued by the Company to the Investor on July 2, 2024 (the "Secured Convertible Note").

Pursuant to the Amendment, the Company and the Investor agreed (a) that the October 2024 amortization payment due on October 20, 2024 pursuant to the terms of the Secured Convertible Note, would be paid $100,000 in shares of common stock of the Company, as determined pursuant to the terms of the Secured Convertible Note, and $515,000 in cash; and (b) to amend the events of default set forth in the Secured Convertible Note to provide that it will be an event of default if the Company's market capitalization is below $250 million for ten consecutive days at any time after March 3, 2025 (previously such applicable starting date for that covenant was December 3, 2024).

The foregoing summary of the Amendment is a summary only and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1to this Current Report on Form 8-K and is incorporated into this Item 1.01by reference in its entirety.