GOAT Industries Provides Further Update on Source Gaming Company

Executive Summary

• GOAT Industries provides a detailed update on its pending acquisitions of Source Gaming (through 150 BC) and Vroom, outlining the businesses’ operations, commercial agreements, and strategic fit.
• The release describes Source Gaming’s BETSource platform, licensing footprint in 15+ U.S. states and Ontario, and its revenue model (subscriptions, advertising, affiliate fees).
• Transaction consideration includes allocation of approximately 54.4 million shares to 150 BC shareholders and 15.6 million shares to Vroom shareholders, with a voting trust arrangement that places voting control with GOAT’s management.

Key Details

• Acquisition Structure – GOAT entered two Share Exchange Agreements (Sept 26 2025 for 150 BC/Source Gaming; Oct 16 2025 for Vroom). Completion will give GOAT 100% of Source Gaming and Vroom.
• Source Gaming Business – Digital media/tech firm offering BETSource, an engagement & monetization platform for sports‑betting content. Operates in the U.S. and Ontario; holds affiliate licenses in >15 states (e.g., NJ, PA, MI, CO, IL, NY). Revenue streams: subscription fees, advertising/sponsorship sales, and affiliate attribution fees (fixed per acquisition or revenue‑share).
• BETSource Capabilities – Integrates sportsbook data, delivers contextual AI‑driven ads, supports live‑sports rights distribution, enables casinos to launch branded wagering channels, and offers retail media network participation.
• Commercial Agreements – Client agreements for 1–3 year terms; fixed service fees plus revenue shares (advertising, subscription, e‑commerce). Platform licensed from Source Digital Inc. & Epoxy AI LLC; long‑term IP and managed‑services arrangements grant exclusive commercialization rights.
• Vroom Role – Sales/marketing arm for BETSource, handling partner acquisition, advertising sales, sportsbook integrations, and casino marketing. Team holds equity in Vroom; compensation primarily via sweat equity. No licenses or IP of its own.
• Voting Trust Agreement – Shareholders of 150 BC and Vroom will place voting rights in a trust controlled by a trustee appointed by GOAT management; GOAT retains effective voting control until the trust is dissolved.
• Strategic Rationale – Acquisition aligns with GOAT’s mandate to invest in emerging tech, digital media, and data‑driven businesses, expanding its portfolio into sports‑gaming and interactive technology.
• Financial Snapshot (Unaudited) – As of Oct 31 2025, Source Gaming’s revenue is primarily fixed‑fee service income and technology‑licensing fees; expenses include integration, AI development, and professional services. New casino‑network activations expected to boost 2026 revenues.
• Market Context – U.S. tribal gaming sector: ~532 operations, $43.9 bn GGR FY 2024; total U.S. commercial gaming ~$72 bn (2024). Sports betting segment remains difficult to quantify but is growing as more states legalize wagering.
• Transaction Consideration – Approx. 54.4 million GOAT shares allocated to 150 BC shareholders; 15.6 million shares to Vroom shareholders, reflecting relative maturity and commercial contribution of each entity.

Notable Quotes

• “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.” – Kevin Cornish, CEO, GOAT Industries Ltd.