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].