Vertiqal Studios Announces Binding LOI to Acquire Omnia Media and Luminosity from Enthusiast Gaming

Executive Summary

• Vertiqal Studios Corp. has entered into a binding letter agreement to acquire the direct media sales assets, including the YouTube network "Omnia" and Twitch network "Luminosity," from Enthusiast Gaming Holdings Inc.
• The acquisition is valued at C$900,000, with the amount paid as a deposit to secure the assets; Vertiqal is also acquiring the issued and outstanding common shares of Omnia Media Inc. and Gameco Canada Inc.
• The transaction is expected to close on or before September 5, 2025, subject to customary closing conditions and regulatory approvals, and includes the assumption of existing liabilities and certain employee salary obligations.

Key Details

• Transaction Structure: Vertiqal is acquiring all rights, title, and interest in Enthusiast Gaming's direct media sales assets, including intellectual property, platform infrastructure, user data, web properties, and digital assets.
• Target Entities: The deal includes all issued and outstanding common shares of Omnia Media Inc. ("Omnia") and Gameco Canada Inc. ("Gameco"), which hold the YouTube and Twitch assets respectively.
• Consideration: Cash consideration of C$900,000.
• Payment Terms: The C$900,000 has been paid as a deposit to secure the Assets. Vertiqal issued a promissory note to an arm's length investor for this amount.
• Financing Terms: The promissory note carries an interest rate of 14% for the first 60 days and 24% for the remainder of the term, which ends on August 31, 2027.
• Liabilities: Vertiqal is acquiring Omnia and Gameco along with their respective existing and ongoing liabilities and certain employee salary obligations.
• Closing Date: Expected on or before September 5, 2025.
• Strategic Rationale: The acquisition adds programmatic guaranteed inventory, creator marketing revenue streams, and scale across TikTok, Snapchat, Instagram, YouTube, and Twitch. It integrates Omnia's YouTube network and Luminosity's Twitch presence to diversify Vertiqal's platform reach.
• Market Positioning: Vertiqal states this positions it as one of the few companies in North America with meaningful owned-and-operated scale across major social and streaming platforms, leveraging an existing owned audience of 52 million people.

Notable Quotes

• "This acquisition represents a significant step forward for Vertiqal allowing us to scale with existing customers full-funnel across the digital advertising ecosystem... We're not just adding two powerhouse brands; we're integrating platforms, audiences, and sales capabilities that will redefine our offering in the market." — Jon Dwyer, Chairman & CEO of Vertiqal