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Vancouver, British Columbia, Canada TheNewswire - August 25, 2025 GOAT Industries Ltd. (the "Company" or "GOAT") (CSE: GOAT,OTC:BGTTF) (OTC: BGTTF) (FWB: 26B.F) is pleased to announce that it has entered into a non-binding term sheet (the " Term Sheet ") dated August 25, 2025, to acquire (the " Transaction ") all of the issued and outstanding securities of 1509467 B.C. Ltd. (" 1509 ") and Vroom, Inc. (" Vroom " and, together with 1509, the " Targets ") from the securityholders of the Targets (the " Vendors ").
Business of the Targets
The business of the Targets is focused on the global sports betting market, most directly in the US$20B+ North American Market, including the 300+ tribal casino markets 1 . On closing of the Transaction, 1509 will be the owner of certain technologies and US licenses (the " Technology and Licenses ") that enable casinos, sports books and sports book platforms to have a distinctive advantage by using a combination of content recognition and AI enabling personalization. This will include a combination of live sports content distribution rights intertwined with unique marketing and advertising approaches for the casino and/or sports book.
Vroom is a sales and marketing business that is responsible for activating a combination of live sports rights within casinos and sports books. Vroom is responsible for ensuring that the Technologies and Licenses penetrate the market effectively.
Together these two entities will be known in the market as "BETSource".
Transaction Terms
The Term Sheet contemplates the Company's acquisition of all of the issued and outstanding securities of the Targets from the Vendors, in exchange for an aggregate of 70,000,000 common shares in the capital of the Company (each, a " Company Share "), issuable to the Vendors, pro rata , on the close of the Transaction at a deemed price of $0.21 per Company Share for an aggregate purchase price of $14,700,000 (the " Purchase Price "). It is also expected that the Company will issue to the shareholders of Vroom an aggregate of 62,710,000 performance warrants (the " Performance Warrants "), with such Performance Warrants to be exercisable into Company Shares at a price of $0.45 per share, exercisable for a period of five years. The Performance Warrants will vest as follows: (i) 50% of the Performance Warrants shall vest upon 1509 booking annual revenues (consolidated basis) of USD$10,000,000, as reasonably determined by the board of directors of the Company (the " Board ") (" Milestone 1 "); and (ii) the remaining 50% of the Performance Warrants shall vest upon 1509 booking annual revenues (on a consolidated basis) of USD$20,000,000, as reasonably determined by the Board (" Milestone 2 " and, collectively with Milestone 1, the " Milestones ").
Additionally, certain of the Company Shares issuable to the Vendors will be subject to a voluntary escrow (the " Escrowed Shares ") whereby Company Shares will be released upon the earlier of 16-months and the Milestones being achieved (the " Escrow "). In the event that Milestone 1 is achieved, the Escrow shall be accelerated such that 50% of the Escrowed Shares will vest; and in the event that Milestone 2 is achieved, the Escrow shall be deemed to be accelerated such that a further 50% of the Escrowed Shares will vest.
In addition to the Escrow and notwithstanding the Milestones being achieved, all Company Shares issuable to the Vendors in connection with the Transaction will be subject to a four month and one day hold period from the date of issue pursuant to National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 ").
The Transaction and the terms thereof were settled pursuant to arm's length negotiations.
The Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, all required filings with the Canadian Securities Exchange (" CSE "), completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into one or more definitive agreements with the Targets. The Transaction will not constitute a fundamental change or change of business, within the meaning of the policies of the CSE, however, as the Transaction will result in the Company issuing more than 100% of the current issued and outstanding Company Shares, shareholder approval will be required pursuant to CSE Policy 4 (the " Shareholder Meeting "). In connection with the Shareholder Meeting, the Company expects to send disclosure relating to the Transaction, including providing shareholders with auditor reviewed financial statements for the Targets. It is anticipated that the Transaction, if closed, will trigger a business acquisition report under National Instrument 51-102 – Continuous Disclosure Obligations .
The Company is also pleased to announce its intention to complete a private placement offering of units (each, a " Unit ") for a minimum aggregate amount of $2,000,000 (the " Offering "). The Offering will consist of a minimum of 6,666,667 Units, priced at $0.30 per Unit. Each Unit will be comprised of one Company Share and one half of one common share purchase warrant (each whole warrant, a " Warrant "), with each whole Warrant exercisable for a period of 2 years at a price of $0.45 per Warrant.
The proceeds from the Offering will be used to fund the Transaction, to expand and develop the Targets' business, for future investments by the Company and for general corporate and administrative purposes. All securities issued pursuant to the Offering will be subject to a four-month and one day hold period from the date of issue pursuant to NI 45-106. Finder's fees may be paid to eligible persons in connection with the Offering.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
ABOUT GOAT INDUSTRIES LTD.
GOAT is an investment issuer focused on investing in high-potential companies operating across a variety of industries and sectors. The goal of the Company is to generate maximum returns from its investments.
For more information about the Company, please visit https:// www.goatindustries.co/ . The Company's final prospectus, financial statements and management's discussion and analysis, among other documents, are all available on its profile page on SEDAR+ at www.sedarplus.ca .
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Executive Officer Kevin Cornish
Head Office Suite 2300, 550 Burrard Street, Vancouver, BC V6C 2B5 Telephone 1-204-801-3613
Website www.goatindustries.co
Email info@goatindustries.co
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including in relation to the Transaction and the terms thereof, the expected business of 1509 and Vroom, the Offering and the expected use of proceeds from the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks relating to the Transaction, the Targets operations and results, the shareholders of the Company approving the Transaction and the Offering. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
1 North America Sports Betting Market Size & Outlook, 2030
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