OAM Overactive Media Corp

TORONTO, Feb. 13, 2024 /CNW/ - OverActive Media Corp. (TSXV: OAM) ("OAM", "OverActive" or the "Company") a premier global esports and entertainment company for today's generation of fans, today announced that Riot Games ("Riot") has approved the transfer of a VALORANT Champions Tour EMEA ("VCT EMEA") Team Participation Agreement ("TPA") from Goatch Global, S.L. (operating as "KOI") to a subsidiary of the Company. The transfer of the TPA is occurring in connection with the Company's previously announced acquisition of certain esports assets from KOI (the "Acquisition"). This approval satisfies one of the key conditions to the closing of the Acquisition.

VCT EMEA is one of the premier competitive circuits in esports and the highest tier of competition for VALORANT in the EMEA region. OverActive will join VCT EMEA as a long-term partner and operate the team as 'Movistar KOI' for the 2024 VCT season. OverActive also owns and operates 'MAD Lions KOI', one of the ten teams in the League of Legends EMEA Championship ("LEC"), also backed by Riot. With the approval of the transfer, OAM is pleased to announce the completion and execution of VCT player contracts.

"Securing the transfer of the VCT EMEA Team Participation Agreement marks a pivotal moment for OverActive Media. This aligns with our strategic vision to form long-term partnerships with the world's leading publishers in those games that provide the best potential for team organizations to grow and scale our businesses," said Adam Adamou, Co-Founder and CEO of OverActive Media.

The Acquisition, together with the Company's proposed concurrent acquisition of Team Randomk Esports S.L. (collectively, the "Acquisitions"), remains subject to several conditions, including the receipt of all necessary TSXV approvals. For further details regarding the terms of the Acquisitions, please refer to OverActive's press releases dated January 4, January 8, 2024, 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.

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 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.

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 EA FC.

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

SOURCE OverActive Media