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Vancouver, British Columbia, Canada TheNewswire - November 11 2025 GOAT Industries Ltd. (the "Company" or "GOAT") (CSE: GOAT,OTC:BGTTF) (OTC: BGTTF) (FWB: 26B.F) is pleased to provide a comprehensive business and operational update regarding its anticipated acquisition target, Source Gaming Company (" Source Gaming "), a wholly owned subsidiary of 1509467 BC Ltd. (" 150 BC "). As previously announced, GOAT has: (i) entered into a share exchange agreement dated September 26, 2025, pursuant to which the Company will acquire all of the issued and outstanding shares of 150 BC and, indirectly, 100% of the issued and outstanding shares of Source Gaming; and (ii) entered into a share exchange agreement dated October 16, 2025, pursuant to which the Company will acquire all of the issued and outstanding shares of Veroom, Inc. DBA Vroom (" Vroom " and, together with 150 BC, the " Targets ") (the " Transaction "). This update has been prepared to provide additional detail regarding Source Gaming's structure, operations, and commercial agreements.
Business of Source Gaming
Source Gaming is a Pennsylvania-based digital media and technology company focused on creating and commercializing advanced engagement and monetization tools for sports and sports-betting related content. Source Gaming currently generates revenues and operates solely in the United States and Ontario, Canada. Source Gaming's revenues are derived from: a) subscriptions from businesses and consumers; b) advertising and sponsorship inventory sales, c) affiliate-based revenues through attribution events. Â Source Gaming operates the product known as BETSource and currently holds Affiliate licenses for its sports wagering technology and business in over 15 United States (which include but are not limited to: New Jersey, Pennsylvania, Kansas, Michigan, Arizona, Colorado, Illinois, Wyoming, Iowa, Connecticut, New Hampshire, West Virginia, Tennessee, Louisiana, Virginia and New York) (collectively, the " Licensed States ") and the Province of Ontario, enabling it to generate revenue s from attribution events such as driving users to subscribe to licensed sportsbooks. Depending on the State, revenues can be earned through fixed payments earned per customer acquisition or as a percentage of revenue. Source Gaming's model allows it to operate nationally and in any territory with respect to its advertising and content platform, and in States from which it has obtained appropriate licenses where its direct relationships with sportsbooks require regulatory approval.
Source Gaming's core product, BETSource, (i) synchronizes and integrates sports books and sports gaming interactive applications to personalize the experience of end users while they are experiencing and viewing live sports content, (ii) includes contextual advertising features that provide additional forms of monetization in live and on-demand video content, enabling media owners, leagues, and casinos to enhance their current revenue models and unlock new revenue streams, while providing their end users with a more robust feature set, (iii) incorporates live sports rights and distribution of live sports content into the BETSource product suite, and (iv) enables casinos to: (A) launch and manage their own branded wagering and entertainment channels; (B) target users with AI-driven "hyper-performance" advertising and interactive betting moments; (C) participate in localized and regional Retail Media Network models, earning a share of advertising revenues; and (D) offer audiences live, exclusive, and interactive sports content.
In sum, through its technology platform, Source Gaming allows brands and sportsbooks to target users contextually " within the moment " of live sports content, blending entertainment, wagering, and personalized user experiences.
Commercial Agreements and Technology Framework
With respect to its commercial operations, Source Gaming has entered into several commercial and technology and live rights and distribution management agreements that form the foundation of its current operations. These include (i) licensing and subscription as a service arrangements (the " Client Agreements ") for the deployment of its proprietary engagement and wagering platform to a group of casino and gaming clients in the United States and (ii) an arrangement whereby it provides the BETSource product suite to an established live-sports streaming application. The Client Agreements are for terms of between one (1) and three (3) years. Through these arrangements, Source Gaming earns fixed service fees and shares in advertising, subscription, and e-commerce revenues, while holding rights to distribute further related content across its network.
With respect to its technology framework, Source Gaming licenses its platform from Source Digital Inc. and Epoxy AI LLC and maintains partnerships with artificial-intelligence and data-science providers to enhance audience targeting, personalization, and content-recognition capabilities across its network. It also holds long-term intellectual-property and managed-services arrangements granting exclusive commercialization rights to its core technology platform and related patents in the field of interactive media and sports betting. Together, these agreements position Source Gaming as a vertically integrated provider of interactive media technology, content distribution, and data-driven marketing solutions for the gaming and entertainment industries.
BETSource Network and Market Positioning
BETSource is building what it believes to be an advanced sports and sports-betting content network, which successfully integrates artificial intelligence, content recognition, and interactive engagement technologies. The Company's U.S. operations are conducted through Source Gaming, which holds Affiliate Classification Licenses issued by the relevant state regulators in each of the Licensed States. All licenses are currently active and in good standing and are renewed on an annual basis.
The network is purpose-built for casinos, both on-premises and mobile, and is designed to deliver a seamless, immersive user experience that combines live sports, personalized wagering, and dynamic advertising. In particular, the strategy is particularly focused on the U.S. tribal casino market.
Financial Overview and Operations
Source Gaming has been actively operating since 2021. Based on unaudited financial information received by the Company during its due diligence, as of October 31, 2025, Source Gaming's revenue base consists primarily of fixed-fee service income and technology-licensing revenue, offset by integration, AI development, and professional-services expenses. Source Gaming has also recently initiated several casino-network activations and advertising campaigns, which it expects to expects to contribute to its revenues in 2026.
Vroom
Veroom, Inc. DBA Vroom (" Vroom ") serves as the dedicated sales and marketing division for Source Gaming and the BETSource network. In this, Vroom is responsible for partner acquisition, advertising sales, affiliate sportsbook integrations and casino-facing marketing initiatives, acting as a bridge between Source Gaming's technology and commercial deployment, coordinating with casinos, sportsbooks, and streaming partners to drive adoption and revenue growth. To do so, Vroom's team leverages deep industry relationships across media, gaming, and advertising technology, providing direct access to brands and casinos seeking to monetize live sports content. Vroom .
Vroom is a recently structured company focused on deploying resources to drive business development and revenue growth, with every member of the team holding an equity stake in Vroom. Such team consists of highly tenured and experienced professionals from established entertainment, tech and casino and financial services companies. Through their collective ownership of Vroom (which will become ownership of the Company as well as ownership of performance warrants of the Company, following completion of the Transactions), Vroom's shareholders are and will continue to be primarily compensated through sweat equity, aligning their interests with the success of the BETSource business. Vroom does not currently hold any licenses, patents, or registered intellectual property and has no material operating history to date.
The Company would also like to confirm that previous references in its news releases to "Veroom LLC." were incorrect. The correct entity name is Veroom, Inc., which, as described above, is the sales and marketing arm of Source Gaming's BETSource platform.
Voting Trust Agreement
In connection with the Transaction, the shareholders of 150 BC and Vroom (collectively, the " Shareholders ") will enter into a voting trust agreement (the " Voting Trust Agreement ") such that, all Shareholders voting rights will be assigned to a trustee selected by GOAT's management, who will exercise those voting rights in accordance with management's recommendations. As a result, while the Shareholders will collectively hold a majority of the Company's common shares, they will not have voting control until such time as GOAT's management consents to dissolve the Voting Trust Agreement.
Strategic Alignment with GOAT's Investment Mandate
The acquisition of the Targets is consistent with GOAT's business model as an investment issuer focused on identifying and investing in opportunities across emerging technology, digital media, and data-driven industries. The Targets (and indirectly Source Gaming) represents a strategic expansion of GOAT's investment portfolio into the rapidly growing sports, entertainment, and interactive technology sectors.
In addition to the Transaction, GOAT continues to evaluate and pursue other prospective transactions and investment opportunities that align with its mandate to acquire minority or controlling interests in innovative companies across diversified sectors. The Company continues to review investments in businesses engaged in technology, resource exploration, and digital media, with the objective of building a balanced portfolio that delivers shareholder value through both active and passive investment positions.
Market Data
The Company wishes to clarify that references in its previous news releases to the number of tribal casinos and the size of that market were based on preliminary estimates. According to the National Indian Gaming Commission (" NIGC ") , the U.S. tribal gaming industry comprises 532 gaming operations across 29 states , generating approximately US $43.9 billion in gross gaming revenue in fiscal 2024 (source: NIGC, July 2025 ). The broader U.S. commercial gaming sector , including both tribal and non-tribal operations, generated an estimated US $72 billion in total revenue in 2024 (source: American Gaming Association, State of the States 2025 ). The sports betting segment , spanning both tribal and non-tribal markets, remains difficult to quantify due to the combination of regulated, grey-market, and unregulated activity , and estimates are subject to change as additional states legalize wagering and tribal markets expand into the sports betting sector .
Transaction Consideration
The consideration and number of shares for the Transactions were determined through arm's length negotiations between the parties, informed by market comparables within the gaming technology and affiliate media sectors. Management of the Company views the Transactions together as a flagship strategic acquisition, designed to establish a position in the emerging sports-gaming affiliate space, and therefore agreed to terms that reflected Source Gaming's growth trajectory, licensing position, and commercial potential within the public-market context.
The Company also notes that, while 150 BC only recently acquired its interest in Source Gaming and the price paid by 150 BC for such interest was significantly less than the deemed price for which the Company proposes to acquire 150 BC, the difference in such consideration appropriately reflects the commercial dynamics and intent underlying each transaction. The earlier 150 BC acquisition of Source Gaming transaction was completed in a private company context while Source Gaming was seeking to commercialize its platform and, accordingly, prioritized the establishment of a key customer relationship and near-term liquidity over fundamental valuation. In contrast, the 150 BC sale to GOAT was negotiated after Source Gaming had demonstrated operational progress and positioned itself for a public-market transaction, resulting in a valuation aligned with its business prospects, market comparables and a public company valuation premium.
The allocation of approx. 54.4 million shares to 150 BC and 15.6 million shares to Vroom was determined through arm's length discussions between the parties, taking into account the relative maturity and commercial role of each business within the combined structure. BCCo represents the affiliate operations and licensing footprint, while Vroom contributes the growth and commercialization platform—including key personnel, media relationships, and business development infrastructure. The parties believed that the split reflects a view of current tangible value versus forward contribution, consistent with comparable early-stage consolidations in the gaming and affiliate technology sectors.
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. 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 further development and commercialization of the BETSource product and software suite, commercial relationships of BETSource and other factors that may impact the business of GOAT and BETSource on a go-forward basis. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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