Digital Virgo Will Go Public via Business Combination With Goal Acquisitions Corp.

Capital Will Allow Digital Virgo to Expand in the U.S. Market and in Other Global Markets and Execute its Growth Strategy. The proposed business combination is expected to provide at least $100 million of growth capital to the company and allow it to pursue significant opportunities in the North American and other priority markets in addition to executing on its existing growth strategy globally. Digital Virgo sees a strong and growing global customer market demand regarding how they engage online—and is building a one destination platform that meets their needs for media, sports, entertainment, gaming, commerce, finance, and much more, payable on their phone bill (using carrier billing solutions). The company will target both customers who prefer the simplicity of carrier billing solutions and those including unbanked or underbanked customers who have limited alternatives, building on its more than 2 billion connected users and 9 billion yearly transactions managed worldwide. The company also intends to offer alternative payment methods to its customers through strategic partnerships.

• Strong Profitability and Future Growth. Digital Virgo has been consistently profitable for the last seven years. The company has a proven track record of success in all economic environments, with revenue and adjusted EBITDA expected to grow from 2021-2022E 12% and 15%, respectively.
• Investing in Premium and Exclusive Content. Adding new types of content is expected to boost engagement, Average Revenue per User (ARPU), and margins. Fueling these key levers alone can deliver substantial revenue and adjusted EBITDA growth.
• Significant Market Opportunity. In addition to its range of offerings for consumers,Digital Virgo provides monetization, digital marketing, and other related services, to help operators, merchants, and digital advertising platforms optimize payment and monetize content, services, and audiences in sports, gaming, entertainment, urban mobility, and many other sectors. On the fintech side, the company benefits from the global mobile-payment user base being 5 times larger than those who pay with cards or bank accounts.
• Democratize access to mobile entertainment and commerce. Digital Virgo brings premium content and commerce to the unbanked and underbanked who are often overlooked and underserved. Only 3% of adults in low-income countries own a credit card, and just 4% of adults own one in lower-middle-income countries, while over 80% of the general population owns a smartphone.
• Proven Investors with Strong Business Relationships. Digital Virgo's deal partner, Goal Acquisitions, consists of seasoned board members and proven business-builders who have deep relationships in sports, media, telecom, investments, brand building, and M&A, that will promote Digital Virgo's success in the U.S. market and beyond.
• Partnerships Fueling Global Growth. Digital Virgo partners with the world's largest telecommunications companies, or "telcos", with 150 telco operators and 300 merchant contracts worldwide. Digital Virgo offers telco customers media, sports, entertainment, gaming, and other content, payable via their phone bill. Digital Virgo's integration into carrier systems and its proprietary customer acquisition engine is a significant technology advantage, enabling precise user targeting and low marketing costs. Digital Virgo believes that its trusted carrier relationships, the majority of which it has partnered with for 10+ years, create a barrier to entry.
• Experienced Management Team Ready to Commercialize Market Opportunity. Digital Virgo's leadership team has nearly 120 years of combined experience, including executive positions at publicly traded companies.
• Alignment with Shareholder Interests. All Digital Virgo equityholders will roll over a significant number of their shares, tying their interest to future share performance and ensuring complete alignment with shareholders.

Digital Virgo Group, a French corporation which has a leading global platform for payment and monetization of digital content and services that provides one destination for entertainment, sports, lifestyle, and ultimately, transportation, education and everyday needs, and Goal Acquisitions Corp. (NASDAQ:PUCK) ("Goal"), a publicly-traded special purpose acquisition company, today announced they have entered into a definitive agreement for a business combination. Upon closing, Goal will be renamed Digital Virgo Group, Inc., and its common stock is expected to be publicly listed in the U.S.

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The proposed business combination is expected to provide at least $100 million in cash to Digital Virgo, allowing the company to enhance growth and expand into North America and other priority markets. Based on a $10 share price, the transaction values Digital Virgo at an enterprise value of approximately $513 million.

Digital Virgo sees a strong and growing global customer market demand for its mobile media, sports, entertainment, gaming, commerce, finance, and much more and anticipates that North American customers will be excited by the seamless, simple, and secure "one destination platform". Digital Virgo will provide a new content distribution channel at a time when the shift of media content consumption to mobile is accelerating. Digital Virgo's platform gives merchants access to previously unreachable audiences. It also reduces customer acquisition costs and allows telcos to develop direct merchant connections and build greater customer loyalty.

Digital Virgo has been consistently profitable for the last seven years. The company has a proven track record of success in all economic environments, with revenue and adjusted EBITDA expected to grow from 2021-2022E 12% and 15%, respectively. Building on its more than 2 billion connected users and 9 billion yearly transactions managed worldwide, Digital Virgo today operates in 40+ countries with offices in 28 countries. Digital Virgo will pursue its significant expansion opportunity in the U.S. among customers who prefer the one platform approach as well as the simplicity of Digital Virgo's direct carrier billing (DCB), in addition to unbanked or underbanked customers too often left behind.

Digital Virgo partners with the world's largest telecommunications companies, or "telcos", with 150 telco operators and 300 merchant contracts worldwide. Digital Virgo offers telco customers media, sports, entertainment, gaming, and other content, payable via their phone bill. Digital Virgo's integration into carrier systems and its proprietary customer acquisition engine is a significant technology advantage, enabling precise user targeting and low marketing costs. Digital Virgo believes that its trusted carrier relationships, the majority of which it has partnered with for 10+ years, create a barrier to entry.

Guillaume Briche, Digital Virgo Chief Executive Officer, said of the transaction, "After years of steady growth and profitability, now is the time for us to go public and pursue more rapid growth by satisfying customer demand for a one destination platform that fulfills their content, commerce, and financial needs. It's also the right moment to bring our offerings to the U.S. market. We've resisted previous pushes to go public, but in Goal Acquisitions Corp., we found exactly the right partner. Their team not only has the experience in building businesses and advising companies, but also has the global relationships in sports, media, games, and other areas that will allow us to develop new partnerships leading to more rapid customer acquisition and premier content creation to enhance the platform and grow revenue and profitability."

Goal Acquisitions Founder and Advisor Alex Greystoke remarked, "When we launched our SPAC, we set out to find a high-quality company led by a first-rate management team operating in the convergence of sports, media, games, and technology. Guillaume and the Digital Virgo team certainly meet those criteria and more. They've built an amazing company which is already a global leader. This deal provides important capital for them to grow and execute but it also brings our team's experience and network of global relationships in sports, media, entertainment, and other sectors that will be essential in reaching more customers and expanding the business. We have aligned our interests with them by our sponsor agreeing to forfeit a portion of its shares and receiving a grant of earnout shares which are subject to the post-combination company meeting certain share price targets. We're excited to work with them in creating the one destination platform and building something really remarkable."

Transaction Overview

The transaction was unanimously approved by the Digital Virgo Strategic Committee and the Goal Board of Directors. It is expected to close in the first quarter of 2023, subject to the satisfaction of customary closing conditions including Goal shareholder approval, approval for listing on Nasdaq, European electronic money institution approvals, a minimum of $20 million in cash being available at closing, and the execution of definitive agreements for a $100 million committed capital on demand facility.

Under the business combination agreement, Goal will acquire all the shares of Digital Virgo in exchange for consideration equal to $513 million (based on a value of the common stock at $10 per share) plus the amount of cash that Digital Virgo has at closing, minus the amount of financial indebtedness that Digital Virgo has outstanding at closing. $125 million of the consideration will be paid in cash and the remainder in newly-issued shares of common stock of Goal, plus up to 5 million shares of common stock of Goal (valued at $10 per share), subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain adjusted EBITDA and share price targets are met. The transaction is expected to provide at least $100 million in growth capital to Digital Virgo to execute on management's strategic growth plans and will be funded by a committed capital on demand facility which is expected to be executed at closing and will provide for the ability to draw subsequent to the closing on the terms and conditions to be provided for in definitive agreements.

Additional information regarding the proposed combination, including a copy of the business combination agreement and other relevant materials, will be filed by Goal on Form 8-K with the U.S. Securities and Exchange Commission.