OverActive Media Confirms Exit from the Overwatch League, Bolsters Balance Sheet by $16 Million CAD

November 8, 2023 (TORONTO, ONTARIO) – OverActive Media (TSXV: OAM) (OTCQB: OAMCF) (“OverActive” or the “Company”), a leading sports, media, and entertainment company for today’s generation of fans, today announced that it has entered into a final agreement with Activision Blizzard regarding the previously announced termination of its Team Participation Agreement in the Overwatch League. The agreement allows OverActive to exit its commitments in the Overwatch League and provides it with strengthened financial stability. Unless otherwise specified, all amounts are in Canadian dollars ($).

Under the terms of the agreement, OverActive will receive a termination payment of $8.26 million (USD 6 million) from Activision Blizzard. This payment will be net of approximately $916,000 (USD 666,000) for payments paid in advance by the League to Toronto Defiant (for a total payment of $7.10 million (USD 5.34M)) and will bolster OverActive’s cash position to over $15 million. This development comes as OverActive continues to realign its strategic focus and prepare for the new era of Overwatch esports in 2024 and beyond.

“This strategic restructuring of our league assets marks a new chapter for OverActive,” said Adam Adamou, Co-Founder and Interim CEO, OverActive Media. “We extend our deepest thanks to the Overwatch League, its fans, and the community for their unwavering support. Toronto Defiant has proudly competed under the League’s banner, and we’ve built incredible memories together. As we transition into the next phase of Overwatch esports, we look forward to the opportunities that lie ahead.”

Continued Mr. Adamou, “Our commitment to our teams and esports is stronger than ever, and we believe this move is a crucial step to ensuring their continued success. We are eager to share more about our vision for Toronto Defiant and our plans to return to Overwatch esports. We expect more information to come on this front soon.”

The agreement with Activision Blizzard signifies an important strategic realignment for OverActive, allowing the company to reinvest in its core business and recommit to its primary mission. The financial implications of the agreement, including the termination payment, will be reflected in OverActive’s fourth-quarter results.

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 future business activities and operating performance. 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 the anticipated financial and operating results of OverActive in the future.

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 include the following: the potential impact of OverActive’s qualifying transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; 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; the ability of the Company to continue to execute on its existing partnerships and business strategy; the ability of the MAD Lions and Call of Duty Leagues to maintain viewership; the successful completion of the Company’s new venue; and other risk factors set out in OverActive’s annual information form for the year ended December 31, 2021 and its other filings with Canadian securities regulators, copies of which may be found under OverActive’s profile at www.sedarplus.ca. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions, including COVID-19.

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 do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

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.