Core Viewpoint - GOAT Industries Ltd. announces that BETSource will enhance the Bare Knuckle Fighting Championship (BKFC) mobile app ecosystem ahead of KnuckleMania VI, marking a significant event for fan engagement and user experience [1][5]. Group 1: Event Details - KnuckleMania VI is scheduled for February 7, 2026, at the Xfinity Mobile Arena in Philadelphia, and is expected to be the largest BKFC fight night to date, showcasing the promotion's growth in live event demand and audience engagement [2]. - The event will serve as a high-visibility platform to demonstrate the enhanced BKFC App experience, allowing fans to interact with content before, during, and after the event [2]. Group 2: Digital Distribution and Engagement - BKFC's digital distribution has expanded to include various broadcast and streaming channels such as Ballys Sports & Stadium, SportsGrid, and BKFC's YouTube and Fubo Sports Channel, emphasizing the BKFC App as a central hub for fan engagement [3]. - The BKFC App is increasingly important for fan interaction, especially during major events like KnuckleMania VI, where digital engagement is anticipated to peak [5]. Group 3: BETSource Technology - BETSource, operated through Source Gaming Company, will test a new user experience in the BKFC+ Beta on both iOS and Android, aimed at fostering deeper in-app interaction and improving engagement [4]. - The technology is positioned to support an enhanced fan experience while providing measurable insights that align with BKFC's digital and monetization objectives [5][6]. Group 4: Strategic Importance - The company believes that real-world activations tied to large, sold-out live events validate the commercial relevance of BETSource's platform and support its strategy of investing in scalable digital media and technology assets [6].

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]