GOAT Industries Announces Entering Into Definitive Agreement to Acquire Sales and Marketing Arm of Gambling Platform

Executive Summary

• GOAT Industries Ltd. entered into a binding share‑exchange agreement to acquire all securities of Vroom and, together with a previously announced agreement, all securities of 1509 Ltd., collectively known as “BETSource”.
• The transaction will be funded partly by issuing ~15.68 M GOAT common shares at a deemed $0.21 price (≈$3.29 M) and 62.71 M performance warrants exercisable at $0.45, plus a concurrent equity financing of $2‑6 M at $0.30 per unit.
• Completion is subject to regulatory approvals, shareholder approval, completion of the 1509 deal, and the equity financing; escrow and milestone‑based vesting provisions are included.

Key Details

• Targets: Vroom (sales & marketing of live sports rights) and 1509 Ltd. (technology, AI‑enabled content recognition, US gaming licenses).
• Consideration – Shares: 15,677,500 GOAT common shares issued to Vroom vendors at a deemed price of $0.21 per share → aggregate purchase price of $3,292,275.
• Performance Warrants: 62,710,000 warrants issued to Vroom vendors, exercisable at $0.45 per share, with a five‑year term; vesting tied to 1509 revenue milestones (US$10 M and US$20 M).
• Escrow & Release Schedule: Shares placed in escrow; release schedule – 25% after 4 months + 1 day, then four tranches of 18.75% at 7, 10, 13, and 16 months respectively, subject to earlier release upon revenue milestones.
• Hold Period: All shares and warrants subject to a mandatory hold of 4 months + 1 day under NI 45‑106.
• Equity Financing Condition: Completion of the Vroom transaction requires GOAT to raise a minimum of $2 M and up to $6 M by selling units at $0.30 each (each unit = 1 common share + ½ warrant; whole warrant exercisable at $0.45 for two years).
• Regulatory & Shareholder Approvals: Requires CSE filings, completion of the 1509 transaction, and shareholder approval per CSE Policy 4 because issuance exceeds 100% of current shares. Anticipated business acquisition report under NI 51‑102.
• No Fundamental Change: Transaction does not constitute a “fundamental change” under CSE policy, but still triggers required approvals.
• Use of Proceeds: Not explicitly detailed; implied use for financing the acquisitions and supporting BETSource operations.

Notable Quotes

• “The acquisition of Vroom and 1509 expands GOAT’s exposure to the rapidly growing North American sports betting market and aligns with our strategy to invest in high‑potential, technology‑driven businesses.” – Kevin Cornish, CEO, GOAT Industries Ltd.