OverActive Media Secures New Long Term Agreement with the Call of Duty League

Elimination of $35.1 Million in Outstanding Entry Fees, $2.8 Million Cash Infusion and Fresh Revenue Streams

TORONTO, April 16, 2024 /CNW/ - OverActive Media (TSXV: OAM) ("OverActive" or the "Company"), a premier esports and entertainment company for today's generation of fans, today announced that it has entered into a new team license agreement with the Call of Duty League (CDL). The agreement provides a long-term horizon for growth and a clear path to profitability. Unless otherwise specified, all amounts are in Canadian dollars ($).

Key deal components include:

• A renewed long-term commitment to the Call of Duty League by the CDL and OAM.
• The elimination of all outstanding OAM entry fees, totaling approximately $35.1 million (US $25.5 million).
• OAM will receive a one-time restructuring payment of $2.8 million (US $2.0 million) in the second quarter of 2024. Enhanced revenue streams for Call of Duty League teams, including direct team participation for digital in-game merchandise (MTX) and opportunities for licensed third-party tournaments.

"This is a landmark agreement for OverActive Media around a long-term commitment to the Call of Duty League that benefits our major stakeholders," said Adam Adamou, CEO, OverActive Media. "This model recognizes the key role that organizations like Toronto Ultra and our fans and partners have played in the expansion and growth of Call of Duty esports, and maximizes our opportunities while retaining the critical elements that have made the Call of Duty League such an incredible product."

Continued Mr. Adamou, "The agreement eliminates OAM's remaining franchise payments ($35.1 million) to the Call of Duty League. This, alongside our strong cash position at the end of 2024 and the $2.8 million restructuring payment, puts OverActive in an enviable position during a period of heavy industry consolidation. We are well funded, have a strong balance sheet with no debt and see tremendous opportuntities for both organic and acquired growth."

The agreement with the Call of Duty League builds on OverActive's strategic realignment and long term vision for esports. The financial implications of the agreement will be reflected in OverActive's second-quarter 2024 results.

ABOUT OVERACTIVE MEDIA

OverActive Media (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 European Championship ("LEC"), operating as the MAD Lions. OverActive also leads OAM Live, an events arm that produces both live and online events.

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, 2022  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.

SOURCE OverActive Media

Rikesh Shah, Chief Financial Officer, OverActive Media, [phone], [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., [phone], [email protected]