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

Toronto, Ontario--(Newsfile Corp. - August 19, 2025) - Vertiqal Studios Corp. (TSX: VRTS) (FSE: 9PY0) ("Vertiqal" or the "Company") — Vertiqal, a leading digital-channel network and video and content production studio, as well as the owners of North America's largest gaming and lifestyle network on social media, today announced an expansion of its platform reach, direct media capabilities, and revenue potential with the planned acquisition of Omnia (YouTube) and Luminosity (Twitch) from Enthusiast Gaming Holdings Inc. This is a significant step in Vertiqal's growth journey to date and represents immense value for Vertiqal shareholders.

By bringing together Omnia's deep YouTube network and Luminosity's premier presence on Twitch — the two dominant platforms for long-form and live-stream content — Vertiqal instantly gains industry-leading scale and diversification across every major social and video platform: TikTok, Snapchat, Instagram, YouTube, and Twitch.

The move unlocks entirely new revenue streams, most notably the ability to offer programmatic guaranteed inventory, a premium media buying option that advertisers and agencies have been actively requesting from Vertiqal. Combined with Vertiqal's existing strength in direct-sold campaigns and high-margin programmatic revenue, the acquisition strengthens the Company's ability to meet advertisers wherever they want to buy and however they want to execute campaigns.

In addition to programmatic guaranteed revenue, the acquisition introduces a dedicated creator marketing revenue stream through Omnia's extensive YouTube creator network. This capability allows Vertiqal to offer brands authentic, creator-led integrations alongside scaled media buys, giving advertisers a full-funnel solution that combines the power of influencer marketing with the efficiency of programmatic delivery. The combination of creator-led campaigns and programmatic guaranteed inventory positions Vertiqal as a unique partner to agencies and brands, capable of delivering both storytelling and measurable performance at scale across multiple platforms.

From a market positioning standpoint, Omnia and Luminosity extend Vertiqal's brand portfolio beyond short-form mobile video into high-engagement verticals like esports, live gaming streams, creator-led entertainment, and lifestyle content. This cross-platform capability not only increases the depth and breadth of audience engagement but also allows for more sophisticated, multi-platform campaign planning for global brand partners. The transaction also brings a roster of highly skilled sales and account professionals with deep relationships across sports, gaming, entertainment, beverages, and other complementary industries.

"This acquisition represents a significant step forward for Vertiqal allowing us to scale with existing customers full-funnel across the digital advertising ecosystem," said Jon Dwyer, Chairman & CEO of Vertiqal. "We're not just adding two powerhouse brands; we're integrating platforms, audiences, and sales capabilities that will redefine our offering in the market. Our clients have been asking for premium programmatic guaranteed solutions and more cross-platform scale, and this delivers both, while diversifying our content and expanding our addressable market. Combined with our owned audience of 52 million people, this makes Vertiqal one of the most diversified and powerful digital media companies in North America."

Under the binding letter agreement ("Letter Agreement"), Vertiqal will acquire all rights, title, and interest in and to Enthusiast Gaming's direct media sales assets, including all associated intellectual property, platform infrastructure, user data, web properties, digital assets, and all ancillary components necessary to operate and monetize the direct media sales business and assets, and in addition, the transaction also includes all of the issued and outstanding common shares of Omnia Media Inc. ("Omnia") and Gameco Canada Inc. ("Gameco") which holds the aforementioned YouTube and Twitch assets (collectively, the "Assets").

Vertiqal is acquiring Omnia and Luminosity, and its related digital media assets for cash consideration of C$900,000 which has been paid as a deposit to secure the Assets and in connection therewith Vertiqal is acquiring Omnia and Gameco and their respective existing and ongoing liabilities and certain employee salary obligations of both entities. Closing is expected on or before September 5, 2025, subject to customary closing conditions and regulatory approvals. Further, the Company has issued a promissory note to an arm's length investor in the amount of $900,000 in order to satisfy the initial purchase price deposit with an interest rate of fourteen percent for the first sixty days and thereafter twenty-four percent for the remainder of the term until August 31, 2027.

With this acquisition, Vertiqal will become one of the few companies in North America with meaningful owned-and-operated scale across every major social and streaming platform. This breadth of reach — from short-form entertainment on TikTok and Instagram, to curated premium content on Snapchat, to long-form programming on YouTube and Twitch — positions Vertiqal to deliver fully integrated, cross-platform campaigns.

The addition of Omnia and Luminosity also strengthens Vertiqal's credibility with a broader range of advertisers, from Fortune 500 brands to high-growth disruptors, by offering deeper audience insights, premium brand-safe inventory, and guaranteed campaign delivery across multiple high-engagement environments. This expanded capability not only increases the Company's share of wallet from existing clients but also opens doors to entirely new categories and budgets previously outside its scope.

About Vertiqal Studios

Vertiqal Studios, owners of North America's largest gaming and lifestyle network on social media, is a leading digital-channel network and video and content production studio. The company specializes in the creation and distribution of viral videos for brands and advertisers to create always-on digital strategies that live authentically in Gen Z and Millennial culture. Vertiqal Studios partners with leading brands to develop strategic solutions, creative ideation, and content production, while also providing distribution and amplification through its Owned & Operated channels - all delivered with boutique, white-glove service. Its expertise lies with managing over 140 channels across TikTok, Instagram, and Snapchat, while producing over 100+ pieces of content a day for a growing audience of 52 million-plus followers. For more information and to join our email subscriber list for direct press releases and newsletters, visit .

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release.

The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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