Vertiqal Studios Finalizes Acquisition of Omnia Media and Luminosity from Enthusiast Gaming

Executive Summary

• Vertiqal Studios Corp. has completed the acquisition of Omnia Media and Luminosity, along with related assets, from Enthusiast Gaming Holdings Inc.
• The transaction involves the acquisition of Enthusiast Gaming's direct media sales assets, including intellectual property, platform infrastructure, user data, and web properties, as well as all issued and outstanding common shares of Omnia Media Inc. and Gameco Canada Inc.
• The acquisition is funded by a C$900,000 cash deposit secured via a promissory note, with the Company assuming existing liabilities and employee salary obligations.

Key Details

• Transaction Structure: Acquisition of Omnia Media and Luminosity, plus associated rights, title, and interest in Enthusiast Gaming's direct media sales assets (IP, infrastructure, user data, web properties, ancillary components). Includes all common shares of Omnia Media Inc. and Gameco Canada Inc.
• Consideration: Cash consideration of C$900,000 paid as a deposit to secure the acquisition.
• Funding: The deposit was funded by a promissory note issued to an arm's-length investor.
  • Principal: $900,000
  • Interest Rate: 14% for the first 60 days; 24% thereafter.
  • Maturity: August 31, 2027.
• Liabilities: Vertiqal assumes existing and ongoing liabilities and employee salary obligations of both entities.
• Strategic Rationale: Integration of Omnia's YouTube network and Luminosity's Twitch presence with Vertiqal's scale across TikTok, Instagram, and Snapchat to deliver integrated campaigns and expand premium programmatic guaranteed offerings.

Notable Quotes

• Jon Dwyer, Chairman & CEO: "Our owned-and-operated digital communities are scaling across every major social and streaming platform... Omnia's YouTube network and Luminosity's premier Twitch presence, combined with our scale across TikTok, Instagram, and Snapchat, position us to deliver fully integrated campaigns for brand partners and expand our premium programmatic guaranteed offerings."
• Razvan Romanescu (Resigning Director): "I'm committed to the long-term success of Vertiqal Studios, and Jon Dwyer, Max Desmarais, and their management team have my full trust. My other business endeavours and personal life preclude me from continuing serving on the Board of Directors, but as a shareholder I am long all things Vertiqal Studios and look forward to watching future growth as a shareholder."

Administrative Updates

• Management Changes:
  • Saad Hussaini elevated to Senior Vice President, Brand Partnerships.
  • Bob Lonigro appointed as Head of Sales.
  • Pamela Glassman departing as Chief Revenue Officer.
• Board Changes:
  • Kevin Moriarty and Raz Romanescu resign from the Board of Directors.