Core Viewpoint - GOAT Industries Ltd. has entered into a binding share exchange agreement to acquire Veroom, Inc. and 1509467 B.C. Ltd., focusing on the global sports betting market, particularly in North America, which is valued at over $40 billion [1][2]. Group 1: Transaction Overview - The acquisition includes all issued and outstanding securities of Vroom and 1509, with the Vroom Transaction involving the issuance of 15,677,500 common shares at a deemed price of $0.21 per share, totaling approximately $3.29 million [5]. - The transaction also includes 62,710,000 common share purchase warrants, exercisable at $0.45 for five years [5]. Group 2: Business Focus of Targets - The Targets, known as "BETSource," leverage technology and licenses to provide casinos and sportsbooks with competitive advantages through content recognition and AI for personalized experiences [2][3]. - Vroom's role is to activate live sports rights within casinos and sportsbooks, ensuring effective market penetration of the Technology and Licenses [2]. Group 3: Performance Milestones - The common shares issued to Vroom Vendors will be subject to a voluntary escrow with performance milestones tied to revenue targets of $10 million and $20 million for 1509 [6][7]. - The Performance Warrants will also vest based on the achievement of these revenue milestones [7]. Group 4: Regulatory and Approval Requirements - Completion of the Vroom Transaction is contingent upon necessary regulatory approvals, completion of the 1509 Transaction, shareholder approval, and an equity financing of $2 million to $6 million [9][10]. - The transaction will not constitute a fundamental change in business but will require shareholder approval due to the issuance of more than 100% of current shares [10].

Core Viewpoint - GOAT Industries Ltd. has entered into a non-binding term sheet to acquire 1509467 B.C. Ltd. and Vroom, Inc., focusing on the global sports betting market, particularly in North America, which exceeds $20 billion [1][2]. Group 1: Business Overview - The Targets are engaged in the global sports betting market, specifically in the North American market, which includes over 300 tribal casino markets [2]. - 1509 will own technologies and U.S. licenses that provide casinos and sports books with advantages through content recognition and AI for personalization [2]. - Vroom is responsible for activating live sports rights within casinos and sports books, ensuring effective market penetration of the Technologies and Licenses [3]. Group 2: Transaction Details - The acquisition involves the issuance of 70,000,000 common shares at a deemed price of $0.21 per share, totaling a purchase price of $14,700,000 [5]. - An additional 62,710,000 performance warrants will be issued to Vroom's shareholders, exercisable at $0.45 per share over five years, contingent on achieving revenue milestones of $10 million and $20 million [5]. - Certain shares will be subject to a voluntary escrow, with shares released upon achieving specified milestones or after 16 months [6]. Group 3: Regulatory and Approval Process - The transaction requires necessary regulatory approvals and shareholder approval due to the issuance of more than 100% of the current outstanding shares [9]. - The Company plans to provide shareholders with financial statements for the Targets in connection with the required shareholder meeting [9]. Group 4: Private Placement - GOAT Industries intends to complete a private placement offering of units for a minimum of $2,000,000, with each unit priced at $0.30 [10]. - Proceeds from the offering will be allocated to fund the acquisition, expand the Targets' business, and for general corporate purposes [11].