Sec Form 4 Filing - Johnston Aaron Richard @ Golden Matrix Group, Inc. - 2022-10-27-05:00

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Johnston Aaron Richard 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) X __ Other (specify below) Former Director (Last) (First) (Middle) 3851 LINDELL RD, STE D131 3. Date of Earliest Transaction (MM/DD/YY) 10/27-05:00/2022 (Street) LAS VEGAS, NV89103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Restricted Common Stock 10/27-05:00/2022( 8 ) A 100,000( 1 ) A $ 0( 2 ) 100,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 3 ) 10/27-05:00/2022( 8 ) A 300,000 ( 4 ) ( 4 ) Common Stock 150,000 $ 0( 2 ) 300,000 D Restricted Stock Unit ( 3 ) 10/27-05:00/2022( 8 ) A 300,000 ( 5 ) 11/01-05:00/2023 Common Stock 150,000 $ 0( 2 ) 300,000 D Restricted Stock Unit ( 3 ) 11/01-05:00/2022 J( 6 ) 100,000 ( 7 ) ( 7 ) Common Stock 100,000 $ 0 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnston Aaron Richard 3851 LINDELL RD STE D131 LAS VEGAS, NV89103 Former Director Signatures /s/ Aaron Richard Johnston 11/14-05:00/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vests at the rate of 50,000 shares of restricted common stock on November 1, 2022 and 50,000 shares of restricted common stock on February 1, 2023, subject to the reporting person's continued service through the applicable vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. ( 2 )Issued in consideration for consulting services agreed to be rendered by the Reporting Person. ( 3 )Each restricted stock unit (RSU) represents the contingent right to receive, at settlement, one share of common stock. ( 4 )The RSUs vest, if at all, at the rate of 1/4th of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2023 and 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Reports on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. ( 5 )The RSUs vest, if at all, upon the closing of a transaction that, on a pro forma basis, doubles the Issuer's revenues for the fiscal quarter prior to the closing of the acquisition ("Doubling Transaction"), provided that such RSUs shall be terminated and forfeited if such Doubling Transaction does not close prior to November 1, 2023, subject to the Reporting Person's continued service to the Issuer on such date, subject to certain exceptions. Issued under the Issuer's 2022 Equity Incentive Plan. ( 6 )Previously, the Reporting Person was granted, in consideration for director services rendered, the right to earn up to 150,000 RSUs upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022, 2023 and 2024. Effective on November 1, 2022, in connection with the Reporting Person's resignation as a member of the Board of Directors on such date, the right to earn a total of 100,000 RSUs for 2023 and 2024 as a member of the Board of Directors was terminated and forfeited, provided that as discussed in footnote 4, the Reporting Person was granted similar RSUs on October 27, 2022 in consideration for consulting services. ( 7 )The remaining 50,000 RSUs vest, if at all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022, and upon the public disclosure of such operating results in the Issuer's subsequently filed 2022 Annual Report on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. ( 8 )The restricted common stock and RSUs were granted on October 27, 2022, and effective on November 1, 2022.

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