Business Operations Revenue Grew 34%; Company Hosts Record Year of Live Events; Launches Fenix Club and ActiveVoices; Listed on Börse Frankfurt

TORONTO , April 28, 2026 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF) (FRA: 0RB), a premier global esports and entertainment company for today's generation of fans , today announced its results for the three and twelve-month periods ended December 31, 2025.

Full-year revenue reached a Company record of $28.5 million, a 5% increase over 2024. Business Operations revenue grew 34% to $22.0 million on the back of three record-breaking live events, new partnerships with global brands, and the launch of two new platforms. The Company reduced operating expenses by $1.6 million while absorbing a full year of post-acquisition costs from the March 2024 acquisitions of KOI and Movistar Riders.

The Company's consolidated audited financial statements and Management's Discussion and Analysis for the three and twelve-month periods ended December 31, 2025 are available on the Company's website at www.overactivemedia.com  and under the Company's profile on SEDAR+ at www.sedarplus.ca . Unless otherwise specified, all amounts are in Canadian dollars ($).

Financial Results Summary for Q4 and FY 2025

CEO Commentary

"New business lines started contributing in 2025," said Adam Adamou, CEO and Co-Founder of OverActive Media. "We hit record revenue of $28.5 million with Business Operations up 34 percent. We hosted a record three major live events, all firsts of their kind. In Madrid, we held the first-ever Call of Duty League Major in mainland Europe, and the first-ever LEC Roadtrip at Madrid Arena, drawing 18,000 fans and 348,000 peak concurrent viewers. In Kitchener, our Call of Duty Championship Weekend set a league viewership record at 353,000 peak concurrent viewers. The Company strengthened its commercial momentum through the renewal of key partnerships, complemented by the addition of new marquee partnerships including Pepsi, Ilusiona and Little Caesars."

Adamou continued, "We also set up what's next. Fenix Club, our first direct-to-consumer subscription, is live, and ActiveVoices, our AI localization platform, opens up a recurring revenue line. We relaunched our 2:10 agency into the influencer space, and it grew fast and added to revenue. We listed on the Börse Frankfurt in November to give European investors a euro-denominated way into the stock, and we closed an equity financing in December to support working capital. We rebranded Toronto Ultra to Toronto KOI to operate as one team under one global brand, and Movistar KOI took the LEC Spring Split title and qualified for Worlds for the seventh year in a row."

"2026 is about margin and cash. We've taken meaningful cost out of the business, our newer revenue lines are scaling, and we have stronger commercial visibility than we've had at this point in any prior year. We expect that combination to drive a step change in operating performance, with the goal of putting OverActive on a clear path to sustainable profitability."

2025 Operational Highlights

Record Live Events and Team Performance

• Hosted Call of Duty League Major 1 in Madrid with Movistar KOI, drawing more than 12,000 fans and a 233,000 peak concurrent viewership.
• Hosted the LEC on the Road at Madrid Arena, drawing more than 18,000 fans and a 348,000 peak online viewership.
• Hosted the Call of Duty Championship Weekend in Kitchener, Ontario, drawing over 11,000 fans and setting a Call of Duty League all-time viewership record at 353,000 peak online viewers.
• Movistar KOI captured the LEC Spring Split title and qualified for MSI 2025 in Vancouver and the Esports World Cup in Riyadh.
• Movistar KOI qualified for the 2025 League of Legends World Championships in China, its seventh consecutive Worlds appearance, with the event drawing 6.7 million peak viewers.
• Toronto KOI placed third at Call of Duty Major 2 in Texas, Major 3 in Florida, and the Esports World Cup in Riyadh.

Commercial Growth

• Business Operations revenue grew 34% year-over-year to $22.0 million.
• Movistar KOI signed new partnership with Ilusiona, in addition to Ecoembes which is helping Movistar KOI advance in sustainability.
• Toronto KOI renewed Bell Canada as exclusive telecommunication partner through 2027, alongside renewals with Monster Energy, AMD, Blacklyte, Red Bull, and SCUF Gaming, and added Little Caesars as a new partner.
• Signed Pepsi in Europe and launched a North American agency offering anchored by Stonefire, growing the Agencies business into a meaningful commercial line.

New Platforms and Brand

• Launched Fenix Club Gaming, the Company's first direct-to-consumer subscription platform, offering members merchandise discounts, early event ticket access, exclusive giveaways, and dedicated community channels.
• Launched ActiveVoices, an AI-powered SaaS content localization platform offering instant translation, authentic dubbing, and multi-platform publishing for global creators.
• Completed the rebrand of Toronto Ultra to Toronto KOI, unifying the Company's global team brand.
• Listed on the Börse Frankfurt (FRA: 0RB) on November 11, 2025, creating a euro-denominated access point for European investors.

Fourth Quarter 2025 Financial Highlights

• Gross margin expanded to 61% from 54% in Q4 2024, reflecting a higher share of league-related revenue recognized in the quarter.
• Operating costs decreased 6% to $6.2 million, compared to $6.6 million in Q4 2024, reflecting lower Team Operations payroll following the wind-down of the Toronto Defiant and the exit from the Counter-Strike ecosystem.
• Revenue was $7.3 million, compared to $9.9 million in Q4 2024. The prior-year quarter included elevated Call of Duty League skin sales that did not recur in Q4 2025.
• Adjusted EBITDA loss was $1.2 million, compared to a loss of $0.6 million in Q4 2024. The prior-year quarter benefitted from a $1.7 million non-cash decrease in the net present value of franchise obligations tied to the forgiveness of the LEC franchise fee.
• Net loss was $1 million, compared to a loss of $0.9 million in Q4 2024.

Full Year 2025 Financial Highlights

• Revenue grew 5% to a Company record of $28.5 million, compared to $27.0 million in FY 2024.
• Business Operations revenue grew 34% to $22.0 million, driven by three major live events, the launch of Fenix Club, and growth in the Agencies business with Pepsi and Stonefire.
• Operating expenses decreased 7% to $21.8 million, compared to $23.4 million in FY 2024, reflecting cost discipline across Team Operations and lower restructuring and business development costs following the integration of KOI and Movistar Riders.
• Loss from operating activities before other items was $6.6 million, essentially flat year-over-year, even as FY 2025 absorbed a full year of operating costs from the acquired businesses compared with ten months in FY 2024.
• Adjusted EBITDA loss was $5.8 million, compared to a loss of $3.6 million in FY 2024.
• Net loss was $11.4 million, compared to $0.6 million in FY 2024. FY 2024 results included an $11.5 million non-cash gain on the decrease in net present value of franchise obligations following the termination of the Call of Duty League participation agreement and the forgiveness of the LEC franchise fee. FY 2025 does not include a comparable non-cash item.
• Comprehensive loss was $8.6 million, compared to comprehensive income of $0.3 million in FY 2024.

Liquidity and Capital Resources

• Cash and cash equivalents were $4.4 million at December 31, 2025, compared to $6.8 million at December 31, 2024.
• Cash used in operating activities improved to $2.4 million, compared to $7.7 million in FY 2024, reflecting tighter net working capital management.
• On October 22, 2025, the Company secured $2.0 million in gross proceeds through secured promissory notes with entities controlled by members of the Board of Directors, reflecting continued confidence from the Company's largest shareholders.
• On December 30, 2025, the Company announced a private placement securing an additional $0.9 million.
• The Company's listing on the Börse Frankfurt on November 11, 2025, broadens access to international capital markets and complements the Company's existing TSXV and OTC listings.

2026 Momentum

• Selected as Official National Team Partner for Canada alongside Esport Canada, with Movistar KOI as Official Co-Team Partner for Spain, at the Esports Nations Cup in Riyadh, Saudi Arabia.
• Movistar KOI signed new partnerships with Idealo and Philips for the 2026 season.
• Movistar KOI hosted LEC Versus in Barcelona, Spain, with additional Spring and Summer Roadtrip events in Madrid, building on the success of the 2025 Madrid Arena event.

Reconciliation of Net Loss to Adjusted EBITDA

Twelve months ended December 31:

Three months ended December 31:

NON-IFRS MEASURES

This press release includes references to Adjusted EBITDA. Adjusted EBITDA is a non-IFRS financial measure and is defined by the Company as net income or loss before income taxes, finance income and costs, depreciation and amortization, decrease in net present value of franchise obligations, foreign exchange gains/losses, restructuring and business development costs, impairment charges, and share-based compensation. The Company believes that Adjusted EBITDA is a useful measure of financial performance because it provides an indication of the Company's ability to capitalize on growth opportunities in a cost-effective manner, finance its ongoing operations, and service its financial obligations.

This non-IFRS financial measure is not an earnings or cash flow measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. The Company's method of calculating such a financial measure may differ from the methods used by other issuers and, accordingly, its definition of this non-IFRS financial measure may not be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of the Company's performance or to cash flows from operating activities as measures of liquidity and cash flows.

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, including anticipated revenue growth, margin improvement, the Company's ability to secure additional financing, and the Company's ability to continue as a going concern. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and include 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 on 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. Key factors that could cause actual results to differ materially include: the Company's ability to raise additional financing and continue as a going concern; changes in general economic, business, and political conditions; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with government regulation; risks associated with foreign markets; the ability of the Company to execute on its partnerships and business strategy; the ability of the LEC and Call of Duty Leagues to maintain viewership; and other risk factors set out in OverActive's public disclosure documents filed under its profile at www.sedarplus.ca .

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) (OTC: OAMCF) (FRA: 0RB) is a premier global esports and entertainment company for today's generation of fans, headquartered in Toronto, Canada, with operations in Madrid, Spain and Berlin, Germany. OverActive delivers premium experiences by operating top-tier competitive teams and complementary business units across media, content, and live events, including Movistar KOI in the League of Legends EMEA Championship and Toronto KOI in the Call of Duty League.

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 Corp.