GOAT Industries Completes Acquisition Of Betsource

Core Viewpoint - GOAT Industries Ltd. has successfully acquired 1509467 B.C. Ltd. and Veroom, Inc., enhancing its portfolio with a focus on licensed, data-driven affiliate and digital engagement businesses [1][2] Business of the Targets - 150 BC is the parent company of Source Gaming, a digital media and technology firm based in Pennsylvania, specializing in sports and sports-betting content [2] - Source Gaming generates revenue through subscriptions, advertising, and affiliate-based revenues, operating in the U.S. and Ontario, Canada [2] - Source Gaming holds affiliate licenses in over 15 U.S. states and Ontario, allowing revenue generation from user subscriptions to licensed sportsbooks [2] Product Overview - Source Gaming's core product, BETSource, integrates sports books and interactive applications to enhance user experience during live sports [3] - BETSource includes contextual advertising features, enabling monetization in live and on-demand video content [3] - The platform allows casinos to manage branded wagering channels and utilize AI-driven advertising [3] Vroom's Role - Vroom acts as the sales and marketing division for Source Gaming, focusing on partner acquisition and advertising sales [4][5] - The team at Vroom leverages industry relationships to drive revenue growth and adoption of the BETSource platform [5] Transaction Terms - GOAT acquired all issued securities of the Targets for 70,000,000 common shares at a deemed price of $0.21 per share [6] - The acquisition includes 62,710,000 performance warrants, exercisable at $0.45 per share, with vesting milestones based on revenue targets of $10 million and $20 million [6] Escrow and Share Release - 62,500,000 shares are subject to a voluntary escrow with a structured release schedule based on the filing of a business acquisition report [7] - Additional shares held by the CEO of Source Gaming are under an enhanced voluntary escrow with a longer release schedule [7] Board and Governance - Henry Frecon III has been appointed to the Board of Directors, bringing experience from Source Gaming [9] - A voting trust agreement has been established for the Vendors, allowing a board member to exercise voting rights on their behalf [10] Financing and Support - GOAT has entered into a secured convertible note with 1509 for up to $1,000,000 to support the BETSource platform's development [11] - The company completed a private placement financing totaling $5,379,713.10, consisting of units that include shares and warrants [12]