Goat enters binding deal to acquire gambling platform

Mr. Kevin Cornish reports GOAT INDUSTRIES ANNOUNCES ENTERING INTO OF DEFINITIVE AGREEMENT TO ACQUIRE GAMBLING PLATFORM Further to the press release dated Aug. 25, 2025, Goat Industries Ltd. has entered into a binding arm's-length share exchange agreement dated Sept. 25, 2025, to acquire all of the issued and outstanding securities of 1509467 B.C. Ltd. from the securityholders of 1509. The company is concurrently in the process of negotiating a binding share exchange agreement with Veroom Inc. doing business as Vroom and the securityholders of Vroom, contemplating the company's acquisition of Vroom, which it anticipates signing and announcing in the coming days. Completion of the 1509 transaction is conditional on entry into of the Vroom agreement and completion of the Vroom transaction. Business of the targets The business of the targets is focused on the global sports betting market, most directly in the $40-billion (U.S.) North American market, including the 500 million tribal casino markets. 1509 is the owner of certain technologies and U.S. licences that enable casinos, sports books and sports book platforms to have a distinctive advantage by using a combination of content recognition and artificial-intelligence-enabling personalization. This includes a combination of live sports content distribution rights intertwined with unique marketing and advertising approaches for the casino and/or sports book. Vroom is a sales and marketing business that activates a combination of live sports rights within casinos and sports books, and is responsible for ensuring that the technology and licences penetrate the market effectively. Together, these two entities are known in the market as BETSource. Transaction terms Pursuant to the 1509 agreement, the company will acquire all of the issued and outstanding securities of 1509 from the 1509 vendors, in exchange for an aggregate of 54,322,500 common shares in the capital of the company, issuable to the 1509 vendors, pro rata, on the close of the transaction at a deemed price of 21 cents per company share for an aggregate purchase price of $11,407,725. The 46,822,500 of the company shares issuable to the 1509 vendors will be subject to a voluntary escrow whereby such shares will be released upon a time-based release schedule set out below, provided that the escrowed shares shall be eligible for earlier release in the event following performance milestones are achieved: (i) 50 per cent of the escrowed shares shall vest upon 1509 booking annual revenues (consolidated basis) of $10-million (U.S.), as reasonably determined by the board of directors of the company; and (ii) the remaining 50 per cent of the escrowed shares shall vest upon 1509 booking annual revenues (on a consolidated basis) of $20-million (U.S.) as reasonably determined by the board. The time-based release schedule is set out as follows. In addition to the escrow and notwithstanding the milestones being achieved, all company shares issuable to the 1509 vendors in connection with the 1509 transaction will be subject to a four-month-and-one-day hold period from the date of issue pursuant to National Instrument 45-106 (Prospectus Exemptions). Completion of the 1509 transaction is subject to, among other things: (i) receipt of all necessary regulatory approvals, including, as applicable, all required filings with the Canadian Securities Exchange; (ii) completion of the Vroom transaction; (iii) the shareholder approval (defined below); and (iv) completion of an equity financing by the company of a minimum of $2-million and up to $6-million through the sale of units of the company, at a price of 30 cents per unit, with each unit being composed of one company share and one-half of one company share purchase warrant, with each whole warrant exercisable at a price of 45 cents for a period of two years. The transaction will not constitute a fundamental change or change of business, within the meaning of the policies of the CSE; however, as the transaction will result in the company issuing more than 100 per cent of the current issued and outstanding company shares, shareholder approval will be required pursuant to CSE Policy 4. In connection with the shareholder approval, the company expects to send disclosure relating to the transaction, including providing shareholders with auditor-reviewed financial statements for the targets. It is anticipated that the transaction, if closed, will trigger a business acquisition report under National Instrument 51-102 (Continuous Disclosure Obligations). 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. We seek Safe Harbor.