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]

Core Insights - GOAT Industries Ltd. is acquiring Source Gaming Company and Vroom, enhancing its portfolio in the sports and interactive technology sectors [1][15][19] - Source Gaming specializes in digital media and technology for sports engagement and monetization, operating primarily in the U.S. and Ontario, Canada [2][10] - The BETSource product suite integrates sports betting with live content, offering personalized user experiences and monetization opportunities for media owners and casinos [3][4][8] Business Overview of Source Gaming - Source Gaming generates revenue through subscriptions, advertising, sponsorships, and affiliate-based revenues, holding licenses in over 15 U.S. states and Ontario [2][10] - The company’s core product, BETSource, enhances user engagement during live sports events and provides various monetization features [3][4] Commercial Agreements and Technology Framework - Source Gaming has established multiple commercial agreements, including licensing and subscription arrangements with casino clients, generating fixed service fees and revenue shares [6][10] - The technology framework includes partnerships with AI and data science providers, enhancing audience targeting and content recognition capabilities [7] Market Positioning - BETSource aims to create an advanced sports and sports-betting content network, focusing on the U.S. tribal casino market [8][9] - The network is designed to deliver a seamless user experience that combines live sports, personalized wagering, and dynamic advertising [9] Financial Overview - As of October 31, 2025, Source Gaming's revenue is primarily from fixed-fee service income and technology licensing, with expectations for growth from recent casino-network activations [10] Role of Vroom - Vroom serves as the sales and marketing division for Source Gaming, responsible for partner acquisition and advertising sales, leveraging industry relationships to drive revenue growth [11][12] Strategic Alignment - The acquisition aligns with GOAT's investment strategy focused on emerging technology and digital media, expanding its portfolio into the sports and interactive technology sectors [15][16] Transaction Consideration - The terms of the acquisition were determined through negotiations reflecting Source Gaming's growth potential and market comparables, with a focus on establishing a position in the sports-gaming affiliate space [19][20][21]