Mr. Kevin Cornish reports

GOAT INDUSTRIES SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EPOXY AI CUSTOMER CONTRACT REVENUES

Further to the Aug. 17, 2026, news release, Goat Industries Ltd. and its indirect wholly owned subsidiary, Source Gaming Company, operating as BetSource, have entered into an arm's-length definitive contract revenue assignment agreement dated Oct. 20, 2026, with Epoxy AI LLC, to acquire customer contract revenues from Epoxy.

The agreement represents a significant advancement of the company's previously announced acquisition strategy, providing for the acquisition of all rights to revenues, receivables and other amounts payable under six Epoxy customer contracts with both U.S. tribal casinos, as well as other established casino and sports book operators, in exchange for 11,377,600 Goat common shares at a deemed price of 25 cents per share. The company believes the six customer agreements represent a significant commercial opportunity relative to its existing operations.

Under the agreement, Source Gaming will acquire the rights to revenues, receivables and other amounts payable under the six customer contracts, and Epoxy has agreed to assign the underlying customer contracts to Source Gaming within six months following closing, subject to obtaining any required customer consents. Until assignment, Epoxy will continue performing its contractual obligations under the six customer contracts and will hold revenues received under those contracts in trust for Source Gaming and remit them accordingly.

The transaction supports Goat's strategy to commercialize its BetSource technology platform across the U.S. tribal gaming, commercial casino and sports betting markets. BetSource is designed to connect live sports, digital entertainment and personalized consumer experiences with new revenue opportunities, including advertising, sponsorships, customer acquisition and interactive gaming services.

"This agreement marks an important step forward in delivering on the strategy we outlined to shareholders in August," said Hank Frecon, acting chief executive officer of Source Gaming Company. "The addition of these customer revenue streams represents a meaningful commercial opportunity for our business. By combining established customer relationships with our scalable BetSource technology platform, we believe we are building a foundation for continued growth across the gaming and sports entertainment industries."

Transaction details

In consideration for the contract revenues, Goat will issue Epoxy 11,377,600 common shares at a deemed price of 25 cents per share. The consideration shares will be issued in reliance on the asset acquisition prospectus exemption under National Instrument 45-106 (Prospectus Exemptions) and may be subject to resale restrictions under applicable securities laws and escrow requirements under Canadian Securities Exchange policies.

Completion of the transaction remains subject to the satisfaction or waiver of certain conditions, including the release of all security interests in the contract revenues, receipt of necessary approvals and acceptance of the Canadian Securities Exchange. Either Goat or Epoxy may terminate the agreement if the transaction is not completed by Nov. 30, 2026. There can be no assurance that the transaction will be completed on the terms described herein, or at all.

As previously disclosed, in connection with the parties' Jan. 14, 2026, non-binding term sheet, Goat advanced $100,000 (U.S.) to Epoxy under a non-interest-bearing promissory note. The note remains outstanding, will not be satisfied or extinguished as part of the transaction, and will survive completion in accordance with its terms.

About Goat Industries Ltd.

Goat Industries is a digital media and technology company operating BetSource through its indirect wholly owned subsidiary, Source Gaming Company. BetSource provides technology infrastructure designed to integrate live sports content, gaming applications, personalized consumer engagement and new digital monetization opportunities for media companies, casinos and sports books.

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