Core Viewpoint - GOAT Industries Ltd. has entered into a binding share exchange agreement to acquire 1509467 B.C. Ltd. and is negotiating a similar agreement with Veroom, Inc., focusing on the global sports betting market, particularly in North America [1][2][6] Group 1: Transaction Details - The acquisition of 1509 will involve the issuance of 54,322,500 common shares at a deemed price of $0.21 per share, totaling an aggregate purchase price of $11,407,725 [4][6] - 46,822,500 of the shares will be subject to a voluntary escrow with performance milestones tied to revenue targets of $10 million and $20 million [4][5] - The transaction is contingent upon regulatory approvals, completion of the Vroom transaction, shareholder approval, and an equity financing of $2 million to $6 million [6][7] Group 2: Business Focus of Targets - The Targets, 1509 and Vroom, operate in the global sports betting market, leveraging technologies and licenses that provide competitive advantages to casinos and sportsbooks through AI and content recognition [2][3] - 1509 holds technologies and US licenses that enhance the marketing and advertising capabilities of casinos and sportsbooks [2] Group 3: Regulatory and Approval Process - The transaction will require shareholder approval due to the issuance of more than 100% of the current outstanding shares, and the company will provide financial statements for the Targets to shareholders [7] - The completion of the transaction will trigger a business acquisition report under National Instrument 51-102 [7]

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].