GOAT Industries Announces Non-Binding Letter of Intent to Acquire 7RCC
(TheNewswire)Vancouver, British Columbia, Canada– February 20, 2025 – TheNewswire - GOATIndustries Ltd. (“Company” or “GOAT”) (FWB: 26B.F) is pleased to announce that it has entered into anon-binding letter of intent dated February 20,2025, to acquire (the “Transaction”) all of the issued and outstanding securitiesof 7RCC Global Inc. (“7RCC”) from the securityholders of 7RCC (the “Vendors”).7RCC7RCC is a financial firm focused on bridging digital assets withinnovation focused institutional investors through structuredproducts. 7RCC has forged strategic partnerships with leading entitiesincluding the likes of Gemini, Solactive, Kaiko, and US Bank, ensuringrobust index development, ETF structuring, and trusted custodysolutions. The leadership team is composed of industry veterans, including CEORali Perduhova, who brings a decade of institutional financeexpertise, with her time spent at BMO Capital Markets and Wells Fargo.Cem Paya, Chief Technology Officer (CTO) brings experience in cryptoassets and digital assets securities. Cem served as Chief Information& Security Officer (CISO) at Brevan Howard, and Chief SecurityOfficer (CSO) at both Gemini and AirBnb. David Abner is Chairman ofthe Advisory Board. David brings ETF industry expertise from his rolesas CEO of WisdomTree Europe and Head of Business Development atGemini, along with his authorship of the ETF Handbook. Their combinedexpertise in blockchain, climate finance, and ETF markets positions7RCC to capitalize on digital asset investing. More information about7RCC can be found at www.7rccglobal.com.The Transaction will form the basis of GOAT Industries’ enhancedfocus on investing in companies with exposure to unique cryptocurrencyand blockchain verticals. Integrating 7RCC into GOAT Industries’product portfolio represents a significant step in the Company’smission to provide shareholders and potential investors withworld-class exposure to growth-oriented assets. Transaction TermsPursuant to the terms and conditions of the non-binding letter ofintent dated February 20, 2025 between 7RCC andthe Company, the Company will acquire all of the issued andoutstanding securities of 7RCC from the Vendors, in exchange for40,000,000 common shares in the capital of the Company (each, a“Company Share”), issuableto the Vendors, pro rata, onthe close of the Transaction at a deemed price of $0.30 per CompanyShare for an aggregate purchase price of $12,000,000 (the “Purchase Price”). The CompanyShares issuable to the Vendors will be subject to a 36-month voluntaryescrow (the “Escrow”). Inaddition to the escrow, all Company Shares issuable to the Vendors inconnection with the Transaction will be subject to a four month andone day hold period from the date of issue pursuant to NationalInstrument 45-106 – ProspectusExemptions (“NI45-106”). The Transaction and terms thereto were settled pursuant to arm’slength negotiations. An advisory fee will be payable in connectionwith the Transaction (the “AdvisoryFee”), equal to 10% of the Purchase Price, issuable inCompany Shares. The Advisory Fee shall be subject to a four month andone day hold period under NI 45-106 and will be subject to thepolicies of the CSE and applicable Canadian securities laws. The Transaction is subject to receipt of all necessary regulatoryapprovals, including, as applicable, all required filings with theCSE, completion of due diligence reasonable or customary in atransaction of a similar nature, and entering into a definitiveagreement. The Transaction will not constitute a fundamental change orchange of business, within the meaning of the policies of the CSE,however, as the Transaction will result in the Company issuing morethan 100% of the current issued and outstanding Company Shares,securityholder approval will be required pursuant to CanadianSecurities Exchange (“CSE”) Policy 4. It is anticipated that the Transaction, ifclosed, will trigger a business acquisition report under NationalInstrument 51-102 – ContinuousDisclosure Obligations. Private PlacementThe Company is also pleased to announce its intention to complete aprivate placement offering of units (each, a “Unit”) for a total target amountof up to $3,000,000 (the “Offering”). The Offering will consist of up to 10,000,000Units priced at $0.30 per Unit. Each Unit will be comprised of oneCompany Share and one half of one common share purchase warrant (eachwhole warrant, a “Warrant”), with each whole Warrant exercisable for a periodof 2 years at a price of $0.75 per Warrant. The Company and 7RCC willuse best efforts to appoint an agent or underwriter in connection withthe Offering. The proceeds from the Offering will be used to fund the Transaction,to expand and develop the 7RCC business and for general corporate andadministrative purposes. All securities issued pursuant to theOffering are subject to a four-month and one day hold period from thedate of issue pursuant to NI 45-106. Finder’s fees may be paid toeligible persons in connection with the Offering.Correction on Debt SettlementPricingThe Company previously announced on February 10, 2025, that it hadclosed certain debt settlement agreements in order to settleoutstanding debts owed to arms-length creditors. The Company wouldlike to clarify an clerical error contained in the press release, suchthat the press release should have read that the Company issued anaggregate of 600,000 units (“Units”) at a deemed price of $0.25 per Unit. Each Unitconsisted of one common share of the Company (“Common Share”) and one CommonShare purchase warrant (“Warrant”), with each Warrant being exercisable for oneCommon Share for a period of two years, at a price of $0.325.ABOUT GOAT INDUSTRIES LTD.GOAT is an investment issuer focused on investing inhigh-potential companies operating across a variety of industries andsectors. The goal of the Company is to generate maximum returns fromits investments.For more information about the Company, please visithttps://www.goatindustries.co/. The Company’s final prospectus, financial statements andmanagement's discussion and analysis, among other documents, are allavailable on its profile page on SEDAR+ at www.sedarplus.ca.ON BEHALF OF THE BOARD OF DIRECTORSChief Executive Officer Michael LeahyHead Office Suite 2300, 550 Burrard Street,Vancouver, BC V6C 2B5 Telephone 1-204-801-3613Website www.goatindustries.coEmail [email protected] CSE and Information Service Provider have notreviewed and does not accept responsibility for the accuracy oradequacy of this release.Forward-Looking InformationThis news release contains "forward-lookinginformation" within the meaning of applicable Canadian securitieslegislation, including in relation to the Company’s intention toobtain security holder approval for and implement the RevisedInvestment Policy. Generally, forward-looking information can beidentified by the use of forward-looking terminology such as"plans", "expects" or "does not expect","is expected", "budget", "scheduled","estimates", "forecasts", "intends","anticipates" or "does not anticipate", or"believes", or variations of such words and phrases or statethat certain acts, events or results "may","could", "would", "might" or "willbe taken", "occur" or "be achieved".Forward-looking information is subject to known and unknown risks,uncertainties and other factors that may cause the actual results,level of activity, performance or achievements of the Company, as thecase may be, to be materially different from those expressed orimplied by such forward-looking information. Although the Company hasattempted to identify important factors that could cause actualresults to differ materially from those contained in forward-lookinginformation, there may be other factors that cause results not to beas anticipated, estimated or intended. There can be no assurance thatsuch information will prove to be accurate, as actual results andfuture events could differ materially from those anticipated in suchstatements. Accordingly, readers should not place undue reliance onforward-looking information. Actual results and developments maydiffer materially from those contemplated by these statementsdepending on, among other things, the risks relating to theTransaction, 7RCC achieving expected results, the shareholders of theCompany approving the Transaction, the Offering. The Company does notundertake to update any forward-looking information, except inaccordance with applicable securities laws.NOT FOR DISTRIBUTION TO UNITED STATESNEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESCopyright (c) 2025 TheNewswire - All rights reserved.