GOAT Industries Completes Acquisition Of Betsource

Executive Summary

• GOAT Industries completed the acquisition of 150 BC Ltd. (“150 BC”) and Veroom, Inc. (“Vroom”), issuing a total of 70 M common shares at a deemed $0.21 per share and 62.71 M performance warrants at $0.45 exercise price.
• The transaction includes layered escrow arrangements for up to 62.5 M of the issued shares and performance‑based warrant vesting tied to consolidated annual revenues of US$10 M and US$20 M.
• Concurrently, GOAT secured a convertible note with 1509 for up to $1 M and closed a private placement financing raising $5.38 M.

Key Details

• Acquisition Structure – Share‑exchange: 70,000,000 GOAT common shares issued (deemed price $0.21/share).
• Performance Warrants – 62,710,000 warrants issued to Vroom shareholders; exercisable at $0.45 per share for five years. Vesting milestones:
• 50 % upon US$10 M consolidated annual revenue (Milestone 1).
• Remaining 50 % upon US$20 M consolidated annual revenue (Milestone 2).
• Escrow Schedule – General Shares – 62,500,000 shares placed in voluntary escrow; release tranches:
• 25 % at 4 months + 10 days post‑BAR filing.
• 18.75 % each at 7, 10, 13, and 16 months + 10 days post‑BAR filing.
• Acceleration possible if Milestone 1 (50 %) or Milestone 2 (100 %) achieved.
• Escrow – Founder Shares – 11,299,368 shares held by Henry Frecon III subject to enhanced escrow with releases at 4, 10, 16, 22, 28, 34, and 40 months + 10 days post‑BAR filing (percentages: 10 %, then six × 15 %).
• Additional Escrow – 7,500,000 shares released in a single tranche at 4 months + 10 days post‑BAR filing.
• Board Appointment – Henry “Hank” Frecon III appointed to GOAT’s Board of Directors; continues as CEO/Co‑Founder of Source Digital and Founder/CEO of Source Gaming.
• Voting Trust – Vendors placed voting rights on all issued shares into a trust controlled by a board member.
• Convertible Note – Secured note with 1509 for up to $1 M, convertible into 1509 equity; secured against all present and after‑acquired assets of 1509.
• Private Placement Financing (previously announced) – Closed for aggregate proceeds of $5,379,713.10; units comprised one GOAT share plus one warrant exercisable at $0.45 for two years.

Notable Quotes

“We are pleased to complete this transaction and add the BetSource group of companies to GOAT’s portfolio. This acquisition aligns with our mandate as an investment issuer and provides exposure to an exciting licensed, data‑driven affiliate and digital‑engagement business.” – Kevin Cornish, CEO, GOAT Industries Ltd.