Vancouver, British Columbia, Canada – September 26, 2025 – TheNewswire - GOAT Industries Ltd. (the “Company” or “GOAT”) (CSE: GOAT) (OTC: BGTTF) (FWB: 26B.F) is pleased to announce, further to its press release dated August 25, 2025, that it has entered into a binding arm’s length share exchange agreement (the “1509 Agreement”) dated September 25, 2025, to acquire (the “1509 Transaction”) all of the issued and outstanding securities of 1509467 B.C. Ltd. (“1509”) from the securityholders of 1509 (the “1509 ...

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].