Goat enters binding deal to acquire gambling platform

Executive Summary

• Goat Industries Ltd. entered a definitive share‑exchange agreement to acquire 100% of the securities of 1509 B.C. Ltd., valued at an aggregate purchase price of $11.41 M (54,322,500 common shares at $0.21 per share).
• The transaction is contingent on completing a concurrent share‑exchange acquisition of Vroom Inc.; both deals must close together for the 1509 transaction to be finalized.
• Closing is subject to regulatory approvals, shareholder approval, and a $2 M–$6 M equity financing (units at $0.30 each) to fund the acquisitions.

Key Details

• Target Business: 1509 B.C. Ltd. owns AI‑enabled sports‑betting technology, U.S. licences, and content‑distribution rights; Vroom Inc. provides sales & marketing services for live‑sports rights in casinos and sportsbooks. Together they operate as “BETSource.”
• Consideration to 1509 Vendors:
• 54,322,500 Goat common shares issued (aggregate $11,407,725).
• 46,822,500 of those shares placed in a voluntary escrow with a four‑month‑plus‑one‑day hold period under NI 45‑106.
• Escrow release schedule tied to performance milestones:
  • 50% vest upon 1509 achieving $10 M annual consolidated revenue.
  • Remaining 50% vest upon 1509 achieving $20 M annual consolidated revenue.
• Equity Financing Requirement: Completion of the 1509 deal requires Goat to raise a minimum of $2 M and up to $6 M by selling units at $0.30 per unit, each unit consisting of:
• 1 common share
• ½ of one share purchase warrant (exercisable at $0.45 for two years).
• Regulatory & Shareholder Conditions:
• Required approvals from the Canadian Securities Exchange and other regulators.
• Shareholder approval needed because the issuance will exceed 100% of current outstanding shares (CSE Policy 4).
• Goat will provide auditor‑reviewed financial statements for both targets to shareholders.
• Impact on Business: The acquisition is not considered a “fundamental change” under CSE policy, but it will trigger a business acquisition report per NI 51‑102.

Notable Quotes

(No CEO/President quotes were included in the release.)