GOAT Industries Announces Non-Binding Letter of Intent to Acquire 7RCC
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Vancouver, British Columbia, Canada – February 20, 2025 – TheNewswire – GOAT Industries Ltd. (“Company” or “GOAT”) (CSE: GOAT) (OTC: BGTTF) (FWB: 26B.F) is pleased to announce that it has entered into a non-binding letter of intent dated February 20, 2025, to acquire (the “Transaction”) all of the issued and outstanding securities of 7RCC Global Inc. (“7RCC”) from the securityholders of 7RCC (the “Vendors”).
7RCC
7RCC is a financial firm focused on bridging digital assets with innovation focused institutional investors through structured products. 7RCC has forged strategic partnerships with leading entities including the likes of Gemini, Solactive, Kaiko, and US Bank, ensuring robust index development, ETF structuring, and trusted custody solutions.
The leadership team is composed of industry veterans, including CEO Rali Perduhova, who brings a decade of institutional finance expertise, with her time spent at BMO Capital Markets and Wells Fargo. Cem Paya, Chief Technology Officer (CTO) brings experience in crypto assets and digital assets securities. Cem served as Chief Information & Security Officer (CISO) at Brevan Howard, and Chief Security Officer (CSO) at both Gemini and AirBnb. David Abner is Chairman of the Advisory Board. David brings ETF industry expertise from his roles as CEO of WisdomTree Europe and Head of Business Development at Gemini, along with his authorship of the ETF Handbook. Their combined expertise in blockchain, climate finance, and ETF markets positions 7RCC to capitalize on digital asset investing. More information about 7RCC can be found at www.7rccglobal.com.
The Transaction will form the basis of GOAT Industries’ enhanced focus on investing in companies with exposure to unique cryptocurrency and blockchain verticals. Integrating 7RCC into GOAT Industries’ product portfolio represents a significant step in the Company’s mission to provide shareholders and potential investors with world-class exposure to growth-oriented assets.
Transaction Terms
Pursuant to the terms and conditions of the non-binding letter of intent dated February 20, 2025 between 7RCC and the Company, the Company will acquire all of the issued and outstanding securities of 7RCC from the Vendors, in exchange for 40,000,000 common shares in the capital of the Company (each, a “Company Share”), issuable to the Vendors, pro rata, on the close of the Transaction at a deemed price of $0.30 per Company Share for an aggregate purchase price of $12,000,000 (the “Purchase Price”). The Company Shares issuable to the Vendors will be subject to a 36-month voluntary escrow (the “Escrow”). In addition to the escrow, all Company Shares issuable to the Vendors in connection with the Transaction will be subject to a four month and one day hold period from the date of issue pursuant to National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”).
The Transaction and terms thereto were settled pursuant to arm’s length negotiations. An advisory fee will be payable in connection with the Transaction (the “Advisory Fee”), equal to 10% of the Purchase Price, issuable in Company Shares. The Advisory Fee shall be subject to a four month and one day hold period under NI 45-106 and will be subject to the policies of the CSE and applicable Canadian securities laws.
The Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, all required filings with the CSE, completion of due diligence reasonable or customary in a transaction of a similar nature, and entering into a definitive agreement. The Transaction will not constitute a fundamental change or change of business, within the meaning of the policies of the CSE, however, as the Transaction will result in the Company issuing more than 100% of the current issued and outstanding Company Shares, securityholder approval will be required pursuant to Canadian Securities Exchange (“CSE”) Policy 4. It is anticipated that the Transaction, if closed, will trigger a business acquisition report under National Instrument 51-102 – Continuous Disclosure Obligations.
Private Placement
The Company is also pleased to announce its intention to complete a private placement offering of units (each, a “Unit”) for a total target amount of up to $3,000,000 (the “Offering”). The Offering will consist of up to 10,000,000 Units priced at $0.30 per Unit. Each Unit will be comprised of one Company Share and one half of one common share purchase warrant (each whole warrant, a “Warrant”), with each whole Warrant exercisable for a period of 2 years at a price of $0.75 per Warrant. The Company and 7RCC will use best efforts to appoint an agent or underwriter in connection with the Offering.
The proceeds from the Offering will be used to fund the Transaction, to expand and develop the 7RCC business and for general corporate and administrative purposes. All securities issued pursuant to the Offering are subject to a four-month and one day hold period from the date of issue pursuant to NI 45-106. Finder’s fees may be paid to eligible persons in connection with the Offering.
Correction on Debt Settlement Pricing
The Company previously announced on February 10, 2025, that it had closed certain debt settlement agreements in order to settle outstanding debts owed to arms-length creditors. The Company would like to clarify an clerical error contained in the press release, such that the press release should have read that the Company issued an aggregate of 600,000 units (“Units”) at a deemed price of $0.25 per Unit. Each Unit consisted of one common share of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”), with each Warrant being exercisable for one Common Share for a period of two years, at a price of $0.325.
GOAT is an investment issuer focused on investing in high-potential companies operating across a variety of industries and sectors. The goal of the Company is to generate maximum returns from its investments.
For more information about the Company, please visit https://www.goatindustries.co/. The Company’s final prospectus, financial statements and management’s discussion and analysis, among other documents, are all available on its profile page on SEDAR+ at www.sedarplus.ca.
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Executive Officer Michael Leahy
Head Office Suite 2300, 550 Burrard Street, Vancouver, BC V6C 2B5 Telephone 1-204-801-3613
Website www.goatindustries.co
Email [email protected]
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, including in relation to the Company’s intention to obtain security holder approval for and implement the Revised Investment Policy. Generally, forward-looking information can be identified 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 state that certain acts, events or results “may”, “could”, “would”, “might” or “will be 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 the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks relating to the Transaction, 7RCC achieving expected results, the shareholders of the Company approving the Transaction, the Offering. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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