OverActive Media Completes Acquisition of KOI and Movistar Riders

March 1, 2024 (TORONTO, ONTARIO) – OverActive Media Corp. (TSXV: OAM) (OTC:OAMCF) (“OverActive” or the “Company”) today announced that it has completed the purchases of certain esports assets of Goatch Global, S.L. (operating as “KOI”) and Team Randomk Esports S.L., (operating as “Movistar Riders”), that was previously announced on January 4, 2024.

With these strategic acquisitions complete, OverActive Media solidifies its status as a dominant force in the global esports industry, excelling in viewership, audience engagement, and participation in the most competitive leagues across our global markets. These acquisitions are complemented by:

“These acquisitions bring significant synergies and opportunity to OverActive, and we are already seeing their impact across our audience numbers, engagement levels, sponsorships and renewals,” said Adam Adamou, CEO of OverActive. “We are filled with the enthusiasm that comes from seeing our combined vision come together into something that is far greater than the sum of the parts.”

OverActive has also announced several management changes to better position the organization for the opportunities in its global and local markets:

“I am proud of the depth and breadth of our team and for the addition and support of the staff and leadership that we have added through these transactions. Each of these talented individuals will be members of our Executive Leadership Team and work alongside myself to build out the strong, powerful, and profitable business that is our shared vision,” added Adam Adamou.

In line with the transformative growth of the organization, OverActive Media is pleased to announce the expansion of its Board of Directors to mirror the Company’s global reach and expertise:

"The addition of Gerard Piqué and Gabriel Sáenz de Buruaga to OverActive's Board of Directors marks a significant milestone in our journey,” said Sheldon Pollack, Chair of the Board. “We welcome them to OverActive and look forward to working with them closely as we navigate the evolving esports landscape and seize new opportunities for growth.

Acquisition Transaction Details

The consideration paid by OverActive for each of the acquisitions consists of up to 30 million common shares of the Company (“Common Shares”), of which 22.5 million Common Shares were issued at closing (the “Initial Consideration Shares”) and up to 7.5 million Common Shares (the “Earn Out Shares”) will be issued based on OverActive's EMEA based business achieving certain adjusted EBITDA targets during the period from January 1, 2024 to December 31, 2028. Accordingly, the aggregate consideration payable by OverActive to complete both acquisitions is up to 60 million common shares, consisting of 45 million Initial Consideration Shares and up to 15 million Earn Out Shares. A portion of the Initial Consideration Shares are subject to escrow and lock-up arrangements as previously disclosed.

In the case of the KOI acquisition: (i) ​ 7.1 million of the Initial Consideration Shares will be escrowed for five years, with 20% of the escrowed shares released on each anniversary of closing; (ii) 12.1 million of the Initial Consideration Shares will be subject to lock-up for seven years, with 1/7 of the locked-up shares released on each anniversary of closing and (iii) 3.3 million of the Initial Consideration Shares will be issued free of any escrow or lock-up restrictions.

After giving effect to the issuance of the Initial Consideration Shares, OAM currently has approximatley 125 million Common Shares outstanding, of which 22.5 million (or approximately 18%) are owned by the former owners of Movistar Riders and 22.5 million are owned by KOI. Assuming the issuance of all of the Earn Out Shares, after giving effect to the completion of the Acquisitions, the Company would have approximately 140 million Common Shares outstanding, of which 30 million (or approximately 21.4%) of which would be owned by the former owners of Movistar Riders and 30 million will be owned by KOI (subject to the terms of the KOI acquisition agreement, which provides that KOI will not be issued any Common Shares to the extent that the issuance of those shares would result in KOI owning 20% or more of the oustanding Common Shares).. The transaction is an arm’s length transaction and will not result in the creation of a new “Control Person” as defined in the policies of the TSXV. Total liabilities to be assumed by OverActive as a result of the closing of the transaction will be approximately $3.30 million, which consists of Movistar Riders' outstanding debt obligations and trade payables.

For further details regarding the terms of the Acquisitions please refer to OverActive’s press releases of January 4, January 8 and January 23, 2024 and to the copies of the definitive purchase agreements that have been filed under OverActive’s SEDAR profile at www.sedarplus.com.

Early Warning Disclosure

In accordance with the requirements of National Instrument 62-103, KOI announces that it has filed an early warning report related to its acquisition of Common Shares.

KOI acquired 22.5 million Common Shares in exchange for the esports assets it sold to OverActive. Prior to the acquisition of these shares (and after giving effect to the completion of OverActive's acquisition of the KOI esports assets and Movistar Riders), KOI did not own any Common Shares. After giving effect to the acquisitions, KOI owns a total of 22.5 million Common Shares, representing approximately 18% of the outstanding Common Shares. KOI is also entitled to receive up to an additional 7.5 million Earn Out Shares based on OverActive's EMEA based business achieving certain adjusted EBITDA targets during the period from January 1, 2024 to December 31, 2028.

The 22.5 million Initial Consideration Shares acquired by KOI are subject to escrow and lock-up restrictions as follows: (i) ​ 7.1 million of the Initial Consideration Shares have been escrowed for five years, with 20% of the escrowed shares released on each anniversary of closing; (ii) 12.1 million of the Initial Consideration Shares are subject to lock-up for seven years, with 1/7 of the locked-up shares released on each anniversary of closing and (iii) 3.3 million of the Initial Consideration Shares were issued free of any escrow or lock-up restrictions.

KOI acquired the Common Shares for investment purposes. In the future, KOI will evaluate its investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.

A copy of the early warning report filed by KOI may be obtained under the Company's profile on SEDAR+.

For more information, please contact:

Rikesh Shah, Chief Financial Officer, OverActive Media

(647) 227-2636

rshah@oam.gg

Babak Pedram, Investor Relations, Virtus Advisory Group Inc.
​(416) 995-8651

bpedram@virtusadvisory.com

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to the Acquisitions. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding (a) the completion of the acquisitions, ​ (b) the benefits expected to result from the acquisitions by the Company, (c) the future performance of Movistar Riders and KOI, including the achievement of certain earn-out targets and their continued expansion and growth, , and (d) other statements that are not historical facts.

Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: risks associated with the integration of the Acquisitions and the performance of Movistar Riders and KOI following completion of the Acquisitions; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; and risk factors set out in OverActive’s annual information form for the year ended December 31, 2021. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

ABOUT OVERACTIVE MEDIA

OverActive Media Corp. (TSXV: OAM) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany. OverActive’s mandate is to build an integrated global company delivering sports, media and entertainment products for today’s generation of fans with a focus on esports, videogames, content creation and distribution, culture, and live and online events. OverActive owns team franchises in professional esports leagues, including (i) the Call of Duty League, operating as the Toronto Ultra, and (ii) the League of Legends EMEA Championship, operating as the MAD Lions. OverActive also leads OAM Live, an events arm that produces both live and online events.

ABOUT KOI

KOI is the Barcelona headquartered Esports club founded by Kosmos and Ibai Llanos in December 2021. The club currently has three teams: League of Legends, which competes in the LVP Superliga; VALORANT, which, after a season competing in Spain, now competes in the VALORANT Champions Tour EMEA League; and EA FC.

ABOUT MOVISTAR RIDERS

Movistar Riders is one of the leading eSports clubs in Spain. Its professional players represent the Movistar Riders brand in multiple national and international tournaments, competing in the most popular games such as League of Legends, CS2, or VALORANT; in addition to having the Atlético de Madrid - Movistar team for EA FC.

The club is headquartered at the Movistar eSports Center, in Matadero Madrid, a high-performance center where both players and coaching staff have the most advanced means to develop their activity at the highest level.

For more information, visit the club's official website: https://www.movistarriders.gg/Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release