OverActive Media Executes Letter of Intent to Acquire Both KOI and Movistar Riders to Form Global Esports Powerhouse

KOI Brings Top-Tier Influencer Ibai Llanos plus Former Professional Footballer and Entrepreneur Gerard Piqué, in Addition to VALORANT Champions Tour EMEA League Team

Leading Spanish Esports Organization Movistar Riders Adds Key Management and Diversified Business Model

Gerard Piqué, Co-Founder of KOI, and Gabriel Saenz de Buruaga, Noted Media Agency Executive and Co-Founder of Movistar Riders, to Join OverActive's Board of Directors

TORONTO, Jan. 4, 2024 /CNW/ - OverActive Media Corp. (TSXV: OAM) ("OverActive" or the "Company") today announced that it has entered into a non-binding letter of intent (the "LOI") dated January 4, 2024 in a transaction with Goatch Global, S.L. (operating as "KOI") and Team Randomk Esports S.L., (operating as "Movistar Riders") setting out the terms of the Company's proposed acquisition of (i) assets used in connection with KOI's esports operations and (ii) all of the issued and outstanding shares of Movistar Riders in a transaction that will add capabilities and reach to OverActive's operations in EMEA (the "Acquisitions"). The Acquisitions mark a significant milestone for the Company, which is expected to be accretive to adjusted EBITDA going forward and add $10 to $12 million in revenues in 2024. Additionally, OverActive believes that the Acquisitions will increase its direct audience reach to over 100 million people across the Company's brand portfolio. The transaction is subject to OverActive board approval and the execution of the Definitive Agreements.

The assets to be acquired by the Company include all KOI esports assets and brands, including social media and intellectual property. In addition to acquiring these assets, OverActive will operate the slot in the VALORANT Champions Tour EMEA League previously operated by KOI, as well as enter into service agreements with top-tier global influencer Ibai Llanos plus former professional footballer and entrepreneur Gerard Piqué (the "Services Agreements").

Ibai Llanos co-founded KOI and grew it to become one of the biggest brands in Europe while operating the third most-followed channel on Twitch1. Gerard Piqué, FIFA World Cup Champion, UEFA EURO Champion and three-time UEFA Champions League Winner who played for teams including FC Barcelona and Manchester United, founded the Kings League in 2022, a twelve-team, seven-a-side football league whose first incarnation began in Barcelona, Spain. This new concept brings together entertainment and sport, including amateur, professional, and former star players. The Kings League is currently one of the world's most-watched sports channels on digital platforms, with over 100 million views in 2023 alone2.

As a result of this agreement, OverActive will, subject to approval by Riot Games Inc. and the League of Legends EMEA Championship ("LEC"), rebrand its esports teams operating as MAD Lions to MAD Lions KOI for the 2024 season. A global rebranding effort, to include input from fans and influencers, will be undertaken in 2024 to unite all teams globally under a single brand by the end of the year. The transaction also secures OverActive a spot in the VALORANT Champions Tour EMEA League ("VCT"), subject to approval by Riot Games Inc. Upon approval, the VCT team will be rebranded to Movistar KOI.

"Adding KOI and Movistar Riders to OverActive will solidify our position in Spain, EMEA and Latin America," said Adam Adamou, CEO, OverActive. "Both brands are active in complementary esports titles, have industry-leading talent and social influence, top-tier relationships, and related services that bring strong synergies across our combined portfolio of assets. We have spent much time with Ibai, Gerard, Fer, Carlos, Gabriel and their respective teams, and we are all aligned in wanting to make an immediate impact through this combination."

"We are very excited about this new chapter for KOI joining forces with OverActive Media and Movistar Riders," said Gerard Piqué, Former Professional Footballer and Entrepreneur. "We are convinced they will bring the vision, enthusiasm and talent needed to continue building the project's success story that we started in 2021, consolidating KOI's leadership position in the global esports industry."

Following the closing of the Acquisitions, Movistar Riders' esports teams will continue serving the Spanish markets in League of Legends, Counter-Strike, and FIFA, along with the company's marketing, production, and influencer management operations, consisting of Gaming House Media, Mira! Broadcast and 2.10 Talent Agency. Movistar Riders will continue operating their FIFA team under the Atlético de Madrid brand. OverActive and Movistar Riders' leadership teams intend to work together to optimize the integration of their respective assets, with Fernando Piquer joining OverActive as Chief Strategy Officer and Carlos García-Acevedo serving as Chief Commercial Officer (EMEA). Both will report to OverActive CEO Adam Adamou as members of the Executive Leadership Team.

"The way to remain relevant in the Esports sector is to maintain growth to accommodate the needs of our audience," said Fernando Piquer, CEO, Movistar Riders. "We've been consistent in this area through creating new divisions within the company, and now, in joining with OverActive Media, we seek to continue reaching new goals and milestones in the industry."

The LOI sets out the terms upon which OverActive, Goatch and Movistar Riders have agreed to proceed with the Acquisitions.

The consideration payable by OverActive for each of the Acquisitions will consist of up to 30 million common shares of the Company ("Common Shares"), of which 22.5 million Common Shares will be issued at closing (the "Initial Consideration Shares") and up to 7.5 half million Common Shares (the "Earn Out Shares") will be issued based on OAM'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. OverActive will also pay Messrs, Llanos and Piqué a cash fee in exchange for their ongoing services under the Services Agreements. Based on the closing price of the Common Shares on January 3, 2024 of $0.19, the value of each acquisition as of today is up to $5.7M and the deemed value of each acquisition for the purposes of TSXV Policy 5.3, based on the Discounted Market Price of the Common Shares of $0.1425 is up to $4,275,000.

All of the Initial Consideration Shares issued in connection with the Movistar Riders acquisition and a portion of the Initial Consideration Shares issued in connection with the KOI acquisition will be subject to a lock up period of either 30-months (in the case of the Movistar Riders acquisition) or five years (in the case of the KOI acquisition) during which the holders of the Initial Consideration Shares will not be permitted to trade the shares without the Company's prior consent, subject to certain customary and limited exceptions. In addition, in the case of the KOI acquisition, (i) 20% of the locked-up Initial Consideration Shares will be released from lock-up on each anniversary of closing of the Acquisitions and (ii) if either of the Services Agreements are terminated by OverActive for cause or by either of Messrs. Llanos or Piqué (other than for "good reason") prior to the end of the lock-up period, all of the KOI Initial Consideration Shares that remain subject to lock-up will be cancelled for no consideration. A portion of the Initial Consideration Shares will also be escrowed for three years following completion of the Acquisitions to secure the indemnification obligations of the vendors under the terms of the definitive purchase agreements in respect of the Acquisitions.

Each Acquisition will be subject to a number of conditions, including the negotiation and execution of a definitive purchase agreement, the concurrent completion of the other Acquisition, the receipt of all necessary TSXV, board and third-party approvals (including, in the case of the KOI Acquisition, the approval of Riot Games for the transfer of KOI's VCT Team Participation Agreement), OverActive entering into new contracts with the KOI esports team players and coaches and other customary conditions that will be set out in the definitive purchase agreement. Assuming the issuance of all of the Earn Out Shares, after giving effect to the completion of the transaction, the Company will have approximately 140 million Common Shares outstanding, 30 million of which will be owned by the former owners of Movistar Riders and 30 million will be owned by KOI or its shareholders. 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.

Upon closing of the Acquisitions, Gabriel Saenz de Buruaga, co-founder of Movistar Riders, and Gerard Piqué are expected to join the Company's board of directors. Mr. Saenz de Buruaga is a serial entrepreneur with a career devoted to technology, media and advertising, and telecommunications. He is the founding member of the ISDI (Higher Institute for Internet Development), a board member at several companies, and an active investor in the Internet ecosystem. Their combined experience across Esports, sports and popular culture is invaluable to the OverActive Board and our combined shareholders.

"I am absolutely thrilled to have the opportunity to join what I consider to be the most ambitious digital project on the scene these days. It is a privilege to be able to work side by side with professionals of the stature of OverActive Media and KOI, whose reputation and experience in the industry are indisputable," said Gabriel Saenz de Buruaga, Co-Founder, Movistar Riders. "I firmly believe in the vision and goals of this project, and I am eager to do my bit to help take it to new heights. I am convinced that we can make a significant difference in the digital world."

"Mr. Saenz de Buruaga and Mr. Piqué are leading voices of influence across their respective industries," said Sheldon Pollack, Chair, OverActive Media. "We're excited about the opportunities these acquisitions bring to OverActive. They will allow us to expand our operations internationally and strengthen our position in esports globally."

Post Consolidation OverActive Media Assets

The proposed Acquisitions kickstart the new year, building on the Company's transformative period throughout 2023. OverActive's evolution builds on its strategic mission to establish teams, communities and experiences that engage, resonate with, and inspire generations of fans. In doing so, the Company continues to deliver meaningful ways for partners to engage and connect with the broader esports community. The combination, alongside a global rebranding under a unified name, will create one of the largest powerhouses in the esports landscape.

Trading in the Common Shares is currently halted and will remain halted until either (i) the Company provides evidence satisfactory to the TSXV that the Acquisitions do not constitute a "Fundamental Acquisition" for the purposes of TSXV Policy 5.3 or (ii) the TSXV's receipt and review of acceptable documentation regarding the Acquisition pursuant to Section 5.6(d) of Exchange Policy 5.3 and the disclosure of such additional information in respect of the Acquisitions as may be required by the TSXV.

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, (d) the timing and anticipated receipt of stock exchange approvals, (e) ability of the parties to enter into definitive agreements with respect to the Acquisitions and to satisfy the conditions to the closing of the Acquisitions , and (f) 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: the risk that the parties may not enter into definitive agreements with respect to the Acquisitions and that the Acquisitions may not be completed on the terms described herein or at all; the possibility that one or more of the closing conditions to the Acquisitions may not be satisfied; 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, 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 does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

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.

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 FIFA.

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 FIFA.

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. TSXV: OAM stock will remain halted pending receipt and review of acceptable documentation regarding the Fundamental Acquisition pursuant to Section 5.6(d) of Exchange Policy 5.3.

SOURCE OverActive Media

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