GOAT Industries Announces Acquisition of Vroom, Strengthening Position in Sports Betting Sector
Vancouver, British Columbia, Canada — GOAT Industries Ltd. (the “Company” or “GOAT”) (CSE: GOAT, OTC: BGTTF, FWB: 26B.F) has revealed today, following prior announcements on August 25 and September 26, 2025, that it has finalized a binding arm’s length share exchange agreement (the “Vroom Agreement”) on October 14, 2025, aimed at acquiring all issued and outstanding securities of Veroom, Inc. DBA Vroom (“Vroom”) from its securityholders (the “Vroom Vendors”).
This acquisition, referred to as the “Vroom Transaction,” complements the previously disclosed acquisition of 1509467 B.C. Ltd. (“1509”), collectively referred to as the “Transactions,” that embody a strategic expansion.
Overview of Target Businesses
The Targets operate within the burgeoning global sports betting market, particularly capitalizing on the robust US$40 billion North American arena, inclusive of over 500 tribal casino markets.
1509 possesses pivotal technologies and U.S. licenses (the “Technology and Licenses”), which grant a competitive edge by harnessing content recognition and artificial intelligence to facilitate personalized experiences.
This offering combines live sporting event distribution rights with innovative marketing and advertising methodologies catered to casinos and sportsbooks.
Vroom serves as a sales and marketing entity actively integrating live sports rights into casinos and sportsbooks while ensuring the effective market penetration of the Technology and Licenses.
Together, these entities are collectively recognized in the marketplace as “BETSource.”
GOAT is pursuing this acquisition in its capacity as an investment issuer, with operations continuing under the aegis of the Targets post-transaction.
Details of the Transaction
Under the terms stipulated in the Vroom Agreement, the Company shall procure all issued and outstanding securities of Vroom from the Vroom Vendors in exchange for: (i) a cumulative issuance of 15,677,500 common shares (each a “Company Share”) at a deemed price of $0.21 per share, amounting to a total consideration of $3,292,275; and (ii) 62,710,000 common share purchase warrants, exercisable at a price of $0.45 over a five-year term from the issuance date (the “Performance Warrants”).
The issuance of Company Shares to the Vroom Vendors will be subject to a voluntary escrow arrangement (the “Escrow”), with a scheduled release contingent on achieving specified performance milestones.
These milestones are as follows: (i) the vesting of 50% of the Company Shares upon achieving consolidated annual revenues of USD $10,000,000 as assessed by the Company’s Board of Directors (the “Board”) (“Milestone 1”); and (ii) a further 50% vesting upon achieving consolidated annual revenues of USD $20,000,000 (“Milestone 2”), with both milestones collectively referred to as the “Milestones.”
The timeline for the Time-Based Release schedule is outlined below:
| % of Escrowed Shares Released | Release Date |
| 25% of the Company Shares | 4 months and one day from the closing date |
| 18.75% of the Company Shares | 7 months from the closing date |
| 18.75% of the Company Shares | 10 months from the closing date |
| 18.75% of the Company Shares | 13 months from the closing date |
| 18.75% of the Company Shares | 16 months from the closing date |
The Performance Warrants will likewise vest aligned with the achievement of the aforementioned Milestones. It is also pertinent to note that all Company Shares and Performance Warrants associated with this acquisition will be subject to a hold period of four months and one day from the issuance date in accordance with National Instrument 45-106 – Prospectus Exemptions.
Completion of the Vroom Transaction hinges upon various prerequisites: (i) the acquisition of necessary regulatory approvals, including requisite filings with the Canadian Securities Exchange (“CSE”); (ii) the closure of the 1509 Transaction; (iii) attaining shareholder approval; and (iv) successfully executing an equity financing of between $2,000,000 and $6,000,000 through the issuance of units at $0.30 each, with each unit comprising one Company Share and one-half Company Share purchase warrant.
This Transaction does not constitute a fundamental change or business alteration as defined by CSE’s policies. However, due to the issuance exceeding 100% of the currently outstanding Company Shares, shareholder approval will be required as per CSE Policy 4 (the “Shareholder Approval”).
In anticipation of such approval, the Company will disseminate comprehensive disclosures, including audited financial statements pertaining to the Targets, to its shareholders.
Investment Background on GOAT Industries Ltd.
GOAT operates as an investment issuer, dedicated to capitalizing on high-potential enterprises across diverse industries and sectors, all with the overarching aim of maximizing investor returns.
For additional insights regarding the Company, please visit www.goatindustries.co, where the Company’s final prospectus, financial statements, and management’s discussion and analysis, along with other materials, are accessible on its SEDAR+ profile page: www.sedarplus.ca.
The CSE and Information Service Provider have neither reviewed nor accept responsibility for the accuracy or adequacy of this release.
Disclaimer Regarding Forward-Looking Information
This news release includes “forward-looking information” consistent with Canadian securities legislation, relating specifically to the Transactions, the Vroom and 1509 Agreements, and associated conditions for completion.
Such information is inherently subject to various risks, including those impacting actual results versus projected outcomes. Prospective investors are encouraged to exercise caution regarding reliance on such forward-looking statements, as actual results may vary significantly.
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