FORM OF COMMON STOCK PURCHASE WARRANT GOLDEN MATRIX GROUP, INC.Golden Matrix Group, Inc. • October 27th, 2021 • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 28, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Golden Matrix Group, Inc., a Nevada corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • October 27th, 2021 • Golden Matrix Group, Inc. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2021, between Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
GOLDEN MATRIX GROUP, INC., Issuer AND Trustee INDENTURE Dated as of [●], 20[●] Debt Securities INDENTUREGolden Matrix Group, Inc. • April 22nd, 2022 • Services-prepackaged software • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
GOLDEN MATRIX GROUP, INC.Stock Option Agreement • August 5th, 2022 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the Golden Matrix Group, Inc. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”).
PROPERTY OPTION AGREEMENT BETWEEN BARRY J. PRICE AND IRC EXPLORATION LTD. THE OMINECA QUEEN MINERAL PROPERTY PROVINCE OF BRITISH COLUMBIAOption Agreement • October 7th, 2008 • Ibex Resources Corp. • Alberta
IRC EXPLORATION LTD., a body corporate, incorporated under the laws of Alberta and having offices located at 530-1015 4th Street S.W., Calgary, Alberta, Canada;
PERSONAL AND CONFIDENTIALPersonal and Confidential • October 27th, 2021 • Golden Matrix Group, Inc. • Metal mining • New York
This letter (the “Agreement”) constitutes the agreement between, EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”, or the “Placement Agent”) and Golden Matrix Group, Inc., a company incorporated under the laws of the Nevada (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of equity and/or equity derivatives (the “Shares” or the “Securities”) of the Company, par value $0.00001 per share (“Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents ex
Source Gold Corp. and Thunder Bay Minerals Inc. JOINT VENTURE AGREEMENT regarding Twin Falls ClaimsAgreement • October 28th, 2009 • Source Gold Corp. • Metal mining • British Columbia
AGREEMENT FOR CONVERSION OF INDEBTEDNESS TO SERIES B VOTING PREFERRED STOCKVoting Preferred Stock • August 19th, 2015 • Source Gold Corp. • Metal mining • Nevada
THIS AGREEMENT OF CONVERSION OF INDEBTEDNESS TO SERIES B PREFERRED VOTING STOCK (“Agreement”) is made and entered into the 14th day of August 2015, by and among Source Gold Corp. (the “Company”), and Santa Rosa Resources, Inc. (the “Holder”).
SALE AND PURCHASE AGREEMENT BETWEEN VULTURE GOLD LLC AND SOURCE GOLD CORP. VULTURE MINE STATE OF ARIZONASale and Purchase Agreement • November 15th, 2010 • Source Gold Corp. • Metal mining
SOURCE GOLD CORP., a body corporate, incorporated under the laws of Alberta and having offices at; 2 Toronto Street, Suite 234, Toronto, Ontario, Canada.
Purchase Agreement Between Source Gold Corp. and John Sadowski, President, North Star Prospecting Inc.Purchase Agreement • November 15th, 2010 • Source Gold Corp. • Metal mining
Source Gold Corp. has purchased from John Sadowski, President North Star Prospecting Inc. the below listed 21 claims in Northern Ontario Canada for the amount of $51,800.
GOLDEN MATRIX GROUP, INC. & RIDER CAPITAL, INC. CANCELLATION AND RELEASE AGREEMENTCancellation and Release Agreement • June 1st, 2016 • Golden Matrix Group, Inc. • Metal mining
THIS CANCELLATION AND RELEASE AGREEMENT (“Agreement”), is entered into this 25th day of May 2016, by and between Golden Matrix Group, Inc. (formerly known as Source Gold Corp.), (“GMGI”, “Company”), and Rider Capital, Inc. (“Rider”).
AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT OF SHARE CAPITAL DATED JUNE 27, 2023 BY AND BETWEEN GOLDEN MATRIX GROUP, INC., A NEVADA CORPORATION, AS PURCHASER AND THE SHAREHOLDERS OF: MERIDIAN TECH DRUŠTVO SA OGRANIČENOM ODGOVORNOŠĆU BEOGRAD, A...Sale and Purchase Agreement • June 30th, 2023 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
SUBSCRIPTION AGREEMENT GOLDEN MATRIX GROUP, INC. (a Nevada corporation)Subscription Agreement • January 26th, 2021 • Golden Matrix Group, Inc. • Metal mining • Nevada
Golden Matrix Group, Inc., a Nevada corporation (the “Company”), is offering for purchase to a limited number of qualified investors up to an aggregate of 3,000,000 units (the “Maximum Amount”), each consisting of one share of common stock $0.00001 par value per share (the “Shares” or the “Common Stock”) and one warrant to purchase one share of Common Stock (the “Warrants”, and together with the Shares, the “Units” or “Securities”) (the “Offering”) for $5.00 per Unit. The Units are being offered on a “best efforts, no minimum” basis to a limited number of accredited investors and non-“U.S. Persons”. The Offering is made in reliance upon an exemption from registration under the federal securities laws provided by Rule 506(b) of Regulation D and Regulation S of the Securities Act of 1933, as amended. The minimum investment is $250,000.00 (the “Purchase Price”), although the Company may, in its discretion, accept subscriptions for a lesser amount. The Company reserves the right to reject
SALE AND PURCHASE AGREEMENT BETWEEN LAUREN NOTAR AND SOURCE GOLD CORP. LN MINERAL CLAIMS THUNDER BAY MINING DIVISION NORTHERN ONTARIOSale and Purchase Agreement • November 15th, 2010 • Source Gold Corp. • Metal mining
SOURCE GOLD CORP., a body corporate, incorporated under the laws of Alberta and having offices at; 2 Toronto Street, Suite 234, Toronto, Ontario, Canada.
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2013 • Source Gold Corp. • Metal mining • Nevada
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between Golden Matrix Group Inc. and Weiting FengEmployment Agreement • September 20th, 2022 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in this agreement, the receipt and sufficiency of which is confirmed by the parties, to the following:
MINERAL PROPERTY OPTION AGREEMENT THIS AGREEMENT is dated as of the 26 day of October, 2009.Option Agreement • October 28th, 2009 • Source Gold Corp. • Metal mining • Alberta
THUNDER BAY MINERALS INC., a company incorporated pursuant to the laws of Alberta with an office at 81039 755 Bonavista Drive SE, Calgary, Alberta T2J 7C9
FIRST AMENDMENT TO AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT OF SHARE CAPITALPurchase Agreement • September 28th, 2023 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
This First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated September 22, 2023 and effective as of June 27, 2023 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 20231 (the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milosevic, an individual (“Milosevic”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milosevic, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”. Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement.
ASSET PURCHASE AGREEMENT Golden Matrix Group Inc. And Gamefish Global Pty. Ltd.Asset Purchase Agreement • March 8th, 2021 • Golden Matrix Group, Inc. • Metal mining • Nevada
This Purchase Agreement (this "Agreement") is made as of the 1st March 2021 by and between, Golden Matrix Group Inc. (“GMGI”), a Nevada corporation (referred to herein as “Buyer”), and Gamefish Global Pty Ltd (“GAMEFISH”) an Australian Company (referred to herein as “Seller”), together herein referred to as the Parties (“Parties”)
EXTENSION OF PURCHASE OPTION AGREEMENTExtension of Purchase Option Agreement • November 15th, 2011 • Source Gold Corp. • Metal mining
WHEREAS, Harry Bygdnes (the “Seller”) and Lauren Notar (the “Purchaser”) are parties to a Purchase Option Agreement (the “Agreement”) dated November 6, 2009; and
SALE AND PURCHASE AGREEMENT OF ORDINARY ISSUED SHARE CAPITAL DATED NOVEMBER 29, 2021 BY AND BETWEEN GOLDEN MATRIX GROUP, INC., A NEVADA CORPORATION, ‘THE PURCHASER’ AND MARK WEIR AND PAUL HARDMAN, INDIVIDUALS, AS SHAREHOLDERS OF RKINGSCOMPETITIONS...Sale and Purchase Agreement • December 3rd, 2021 • Golden Matrix Group, Inc. • Metal mining
THIS SALE AND PURCHASE AGREEMENT (this ”Agreement”), dated as of November __, 2021, is made and entered into by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser”), and Mark Weir and Paul Hardman, individual residents of the United Kingdom of Great Britain and Northern Ireland (each a “Seller” and collectively the “Sellers”), the owners of 100% of the the ordinary issued share capital of RKingsCompetitions Ltd, a private limited company formed under the laws of Northern Ireland (the “Company”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
CORPORATE MANAGEMENT SERVICES AGREEMENTCorporate Management Services Agreement • November 15th, 2010 • Source Gold Corp. • Metal mining • Alberta
WHEREAS, Source is engaged in the field of mineral exploration, and the conduct of such other activities as may be incidental or related thereto; and
THIRD AMENDMENT TO AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT OF SHARE CAPITALSale and Purchase Agreement • April 9th, 2024 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
This Third Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated April 8, 2024, and effective as of April 1, 2024 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 20231, as amended by the First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 20232 and the Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated January 22, 20243 (as amended to date, the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milosevic, an individual (“Milosevic”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milosevic, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to h
EMPLOYMENT AGREEMENT Between Golden Matrix Group Inc. and Brett Goodman EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2022 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in this agreement, the receipt and sufficiency of which is confirmed by the parties, to the following:
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between Golden Matrix Group Inc. and Anthony Brian GoodmanEmployment Agreement • September 20th, 2022 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
THE PARTIES AGREE in consideration of, among other things, the mutual promises contained in this agreement, the receipt and sufficiency of which is confirmed by the parties, to the following:
NOMINATING AND VOTING AGREEMENTNominating and Voting Agreement • April 9th, 2024 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
This Nominating and Voting Agreement (this “Agreement”), dated April 9, 2024, is entered into by and among Golden Matrix Group, Inc., a Nevada corporation (“Golden Matrix”); Anthony Brian Goodman, an individual (“Goodman”) and Luxor Capital LLC, a Nevada limited liability company (“Luxor” and together with Goodman, the “Goodman Parties”); and Aleksandar Milovanović (“Milovanović”), Zoran Milosevic (“Milosevic”), and Snežana Božović (“Bozovic”), each individuals. Each of the foregoing is a “Party” and collectively, they are the “Parties”. Milovanović, Milosevic and Bozovic are each referred to as a “Seller Party” and collectively referred to as the “Seller Parties”.
Software License Agreement Between Elray Resources Inc. and Golden Matrix Group Inc. THIS AGREEMENT has been entered into as of December 1, 2022Agreement • December 12th, 2022 • Golden Matrix Group, Inc. • Services-prepackaged software
This Software License Agreement (the “Agreement”) is made effective as of December 1, 2022 (the “Effective Date”), by and between Golden Matrix Group Inc., a company incorporated in Nevada, the registered office of which is at 3651 Lindell Road Ste D131 Las Vegas NV 89103, USA (the “Supplier”), and Elray Resources Inc. a company incorporated in Nevada, the registered office of which is at 3651 Lindell Road Ste D131 Las Vegas NV 89103, USA, (the “Licensee”).
CORPORATE MANAGEMENT SERVICES AGREEMENTCorporate Management Services Agreement • October 7th, 2008 • Ibex Resources Corp. • Alberta
WHEREAS, Ibex is engaged in the field of mineral exploration, and the conduct of such other activities as may be incidental or related thereto; and
GOLDEN MATRIX GROUP, INC. & DIRECT CAPITAL GROUP, INC. CANCELLATION AND RELEASE AGREEMENTCancellation and Release Agreement • September 28th, 2016 • Golden Matrix Group, Inc. • Metal mining
THIS CANCELLATION AND RELEASE AGREEMENT (“Agreement”), is entered into this 20th day of September 2016, by and between Golden Matrix Group, Inc. (formerly known as Source Gold Corp.), (“GMGI”, “Company”), and Direct Capital Group, Inc. (“Direct”).
SHARE PURCHASE AGREEMENT Golden Matrix Group Inc. And Global Technology Group Inc.Share Purchase Agreement • December 28th, 2020 • Golden Matrix Group, Inc. • Metal mining • Nevada
This Purchase Agreement (this “Agreement”) is made as of the 22nd December 2020 by and between, Golden Matrix Group Inc. (“GMGI”), a Nevada corporation (referred to herein as “Buyer”), and Anthony Brian Goodman the sole director and owner of Global Technology Group Pty Ltd (“GTG”) an individual (referred to herein as “Seller”), together herein referred to as the Parties (“Parties”)
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement and Mutual Release Agreement • January 30th, 2023 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
This Settlement and Mutual Release Agreement (this “Agreement”) dated August 1, 2022 and effective on the Binding Agreement Date (except as otherwise expressly provided below)(the “Effective Date”), is by and between GOLDEN MATRIX GROUP, INC., a Nevada corporation (“GMGI”), RKINGSCOMPETITIONS LTD, a private limited company formed under the laws of Northern Ireland (the “Company”), and MARK WEIR, an individual resident of the United Kingdom of Great Britain and Northern Ireland (“Weir”), each a “Party” and collectively the “Parties.”
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED DATED THIS 4th DAY OF...Software Licensing Agreement • June 29th, 2021 • Golden Matrix Group, Inc. • Metal mining
AGREEMENT TO AMEND AND RESTATE COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 15th, 2021 • Golden Matrix Group, Inc. • Metal mining • Nevada
This Agreement to Amend and Restate Common Stock Purchase Warrant (this “Agreement”) dated July 14, 2021, and effective June 6, 2021 (the “Effective Date”), is by and among Golden Matrix Group, Inc., a Nevada corporation (the “Company”) and Knutsson Holdings AB (the “Holder”), each a “Party” and collectively the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • April 23rd, 2021 • Golden Matrix Group, Inc. • Metal mining • Nevada
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 22nd day of April 2021, by and between Golden Matrix Group, Inc., a Nevada corporation (the “Company”), and Omar Jimenez, an individual (the “Consultant”) (each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to herein as the “Parties”).
AMENDED AND RESTATED SALE AND PURCHASE AGREEMENT OF SHARE CAPITALSale and Purchase Agreement • January 24th, 2024 • Golden Matrix Group, Inc. • Services-prepackaged software • Nevada
This Second Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital (this “Amendment”), dated and effective January 22, 2024 (the “Effective Date”), amends that certain Amended and Restated Sale and Purchase Agreement of Share Capital dated June 27, 20231, as amended by the First Amendment to Amended and Restated Sale and Purchase Agreement of Share Capital, dated September 22, 2023 and effective June 27, 20232 (as amended to date, the “Purchase Agreement”), by and between Golden Matrix Group, Inc., a Nevada corporation (the “Purchaser”), and Aleksandar Milovanović, an individual (“Milovanović”); Zoran Milosevic, an individual (“Milosevic”); and Snežana Božović, an individual (“Božović”, and each of Božović, Milovanović and Milosevic, each a “Seller” and collectively the “Sellers”). The Purchaser and the Sellers are referred to herein as the “Parties” and individually as a “Party”. Certain capitalized terms used below but not otherwise defined shall have the mean
