Earnings release
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OverActive Media Reports Second Quarter 2026 Results; Operating Expenses Narrow 17%, Gross Margin Expands to 52% Year-to-Date Net Loss Narrows 16% Year-to-Date; Company Closes Secured Financing During the Quarter AUGUST 26, 2026 (TORONTO, CANADA) – 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 six-month period ended June 30, 2026. Second quarter revenue was $5.0 million, down from a Q2 2025 that included two of the Company’s largest live events in its history and the Company’s exit from the VALORANT Champions Tour (VCT) EMEA league in the fourth quarter of 2025. Operating expenses narrowed 17% in the quarter and 10% year-to-date, gross margin expanded to 52% year-to-date from 50%, and net loss for the first half of 2026 narrowed 16% year-over-year. During the quarter, the Company closed a secured debt financing with entities controlled by certain directors and shareholders to support working capital. The Company’s condensed consolidated interim financial statements and Management’s Discussion and Analysis for the three and six-month period ended June 30, 2026 are available on the Company’s website at www.overactivemedia.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca. Unless otherwise specified, all amounts are in Canadian dollars ($). Financial Results Summary for Q2 2026 Three months ended June 30: $CAD (000’s) 2026 2025 Variance Revenue $5,034 $8,360 (40%) Gross Profit $2,177 $4,036 (46%) Gross Margin 43% 48% (5 pts) Operating Expenses $4,286 $5,172 (17%) Adjusted EBITDA(1) $(1,996) $(1,016) (96%) Net Loss $(3,086) $(2,966) (4%) Cash & Cash Equivalents $2,210 $5,068 (56%)
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Six months ended June 30: $CAD (000’s) 2026 2025 Variance Revenue $10,388 $13,364 (22%) Gross Profit $5,357 $6,680 (20%) Gross Margin 52% 50% +2 pts Operating Expenses $9,054 $10,092 (10%) Adjusted EBITDA(1) $(3,433) $(3,285) (5%) Net Loss $(5,581) $(6,642) 16% Cash & Cash Equivalents $2,210 $5,068 (56%) (1) Adjusted EBITDA is a non-IFRS measure. Refer to “Non-IFRS Measures” at the end of this press release. CEO Commentary “Revenue was down in the quarter as a result of several non-recurring factors,” said Adam Adamou, CEO and Co-Founder of OverActive Media. “Last year’s second quarter included two of the biggest live events in our history, LEC on the Road in Madrid and the Call of Duty League Championship Weekend in Kitchener. Neither returned this season, and our exit from the VALORANT Champions Tour EMEA league in the fourth quarter negatively affected our League revenues, a decline that was partially offset by lower team operating costs. Operating expenses were down 17 percent in the quarter and 10 percent for the first half. Gross margin for the first half moved up to 52 percent from 50 percent. Net loss for the first six months improved 16 percent year over year. The cost side of the business is doing what we planned.” Adamou continued, “Our brands kept performing on the global stage. Toronto KOI took third at Call of Duty League Major III and finished in the top six at the Call of Duty League Major IV event. Movistar KOI brought over 12,000 fans to our Spring Roadtrip in Madrid, and both brands have since competed again at the Esports World Cup. Toronto KOI signed a new partnership with Video Game Live Expo for an event in October, and we’re about to host the Bell Esports Challenge here in Toronto. We also brought in new capital this quarter, with directors and shareholders backing the Company through a secured debt financing. Closing out our financing plan and converting our partnership pipeline are our priorities for the second half.” Second Quarter 2026 Financial Highlights • Revenue decreased to $5.0 million, compared to $8.4 million in Q2 2025. The prior-year quarter included two major live events, LEC on the Road in Madrid and the Call of Duty League Championship Weekend hosted in Canada, that did not repeat in 2026, along with a strong prior-
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year Agencies quarter. Team Operations revenue also declined following the Company’s exit from the VCT EMEA league in the fourth quarter of 2025. • Gross profit decreased to $2.2 million from $4.0 million, and gross margin was 43% versus 48% in the prior-year quarter, reflecting the lower revenue base and a smaller contribution from higher- margin league-share revenue in the quarter. • Operating costs decreased 17% to $4.3 million from $5.2 million, reflecting lower roster and team payroll following the VCT exit, lower corporate payroll, and reduced team operations costs. • Adjusted EBITDA loss widened to $2.0 million from $1.0 million, as the reduction in gross profit outpaced the Company’s operating expense savings in the quarter. • Net loss was $3.1 million in the quarter, compared to $3.0 million in Q2 2025, reflecting lower gross profit and higher finance costs, partially offset by lower operating expenses. • Liquidity. The Company ended the quarter with $2.2 million in cash. During the quarter, the Company completed a secured debt financing with entities controlled by certain directors and shareholders, including a $500,000 secured promissory note issued on May 29, 2026 to support working capital. Year-to-Date Financial Highlights • Revenue for the six months ended June 30, 2026 decreased 22% to $10.4 million from $13.4 million, reflecting the same live-event and VCT timing factors affecting the second quarter, partially offset by growth in the Company’s higher-margin commercial businesses earlier in the year. • Gross margin expanded to approximately 52% from 50% in the first half of 2025, reflecting a mix shift toward higher-margin revenue during the period. • Operating costs for the first half of 2026 decreased 10% to $9.1 million from $10.1 million, reflecting the Company’s continued cost discipline, including roster and corporate payroll reductions, partially offset by restructuring costs related to the Company’s efficiency program. • Adjusted EBITDA loss was $3.4 million, broadly in line with $3.3 million in the first half of 2025, as lower operating expenses substantially offset the reduction in gross profit. • Net loss narrowed 16% to $5.6 million from $6.6 million, reflecting the Company’s continued operating expense discipline. Second Quarter 2026 Operating Highlights • Toronto KOI signed a new partnership agreement with Video Game Live Expo (VGLX) for a weekend event scheduled for October 2026. • Toronto KOI finished third at the Call of Duty League Major III tournament. • Movistar KOI hosted its Spring Roadtrip event in Madrid, Spain, with attendance of approximately 12,000 fans. • Toronto KOI finished top six at the Call of Duty League Major IV tournament.
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Subsequent to Quarter-End • Movistar KOI finished 13th-16th in the League of Legends tournament at the Esports World Cup, and Toronto KOI, competing as Movistar KOI, finished 5th-8th in the Call of Duty tournament. • Toronto KOI will host the Bell Esports Challenge at the Metro Convention Centre in Toronto, Ontario, from August 27 to August 30, 2026. Conference Call Details OverActive Media will be hosting a Second Quarter 2026 Earnings Conference Call on Thursday, August 27 at 9:00 AM (Eastern Time) To access the conference call, please join at the stated time enter your phone number at https://app.webinar.net/q7eky1rLRGJ receive an instant automated callback. To dial directly to be entered into the call by an operator, please dial 1-416-945-7677, or for North American callers, 1-888-699-1199. The conference call will be webcast live in its entirety at 9:00 AM (Eastern Time) at https://emportal.ink/4xdeFv1 and will be archived for 90 days following the call. Links to SEDAR+ filings and press releases are available on the investor website at https://overactivemedia.com/pages/filings/ TELEPHONIC REPLAY Call Details: 1-289-819-1450 Toll Free: 1-888-660-6345 Encore Replay Entry Code: 82423 # Encore Replay Expiration Date: 09/03/2026 Reconciliation of Net Loss to Adjusted EBITDA Three months ended June 30: $CAD (000’s) 2026 2025 Net loss for the period $(3,086) $(2,966) Income tax expense 195 251 Depreciation 305 563
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Amortization 285 340 Finance loss (income) - (11) Finance cost 225 58 Foreign exchange loss 57 242 Share-based compensation 50 381 One-time loss (gain) 32 - Other (income) loss (172) - Restructuring and business development costs 113 126 Adjusted EBITDA $(1,996) $(1,016) Six months ended June 30: $CAD (000’s) 2026 2025 Net loss for the period $(5,581) $(6,642) Income tax expense 241 414 Depreciation 764 1,144 Amortization 570 675 Finance loss (income) 1 (24) Finance cost 341 134 Foreign exchange loss 69 282 Share-based compensation 153 767 One-time loss (gain) 34 (162) Other (income) loss (289) - Restructuring and business development costs 264 127 Adjusted EBITDA $(3,433) $(3,285)
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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, foreign exchange gains/losses, restructuring and development costs, one-time gains and losses, other income and loss, 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 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
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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. For Further Information, Please Contact Media Inquiries: Adam Adamou, CEO, OverActive Media aadamou@oam.gg Investor Relations: Kelly Haley, Senior Director, Global Operations, OverActive Media IR@oam.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.