An anonymous director reports

OPTIVA INC. EXTENDS FORBEARANCE PERIOD WITH NOTEHOLDERS TO CONTINUE NEGOTIATIONS WITH NOTEHOLDERS AND THIRD PARTIES REGARDING A POTENTIAL TRANSACTION

Further to its news release on July 18, 2025, Optiva Inc. has entered into an amended support agreement dated Sept. 3, 2025, with holders of approximately 85 per cent of its outstanding principal amount of 9.75 per cent senior secured PIK toggle notes due July 20, 2025, providing for an extension of the grace period to allow Optiva's special committee of independent directors to conclude negotiations with noteholders and prospective merger counterparties regarding a potential transaction (as defined below). The initial 45-day grace period, which was set to expire on Sept. 3, 2025, has been extended to Sept. 30, 2025 (the grace period). During the grace period, noteholders who are parties to the support agreement have agreed to forbear from exercising any of their rights or remedies in connection with any payment default occurring on the scheduled maturity of the notes on July 20, 2025. This grace period may be further extended at the election of the noteholders. Other than the extension, there are no further amendments to the terms of the forbearance and the support agreement with noteholders as announced on July 18, 2025.

Optiva is currently negotiating the terms of a potential transaction whereby Optiva will merge with a strategic third party and pursuant to such transaction, among other things, all of the outstanding principal amount of the notes plus accrued interest will be exchanged for a combination of shares and new notes of the combined company. Based on the proposals received to date, Optiva common shareholders are expected to receive nominal consideration for their shares in connection with any potential transaction. To the extent a definitive agreement in respect of a potential transaction is reached within the grace period (as extended), the principal amount of the notes (and any accrued interest) will no longer be repayable as scheduled but addressed as part of the potential transaction. While negotiations are continuing, Optiva expects to continue to operate in the ordinary course, upholding its commitments to customers, employees and suppliers.

There can be no assurance that a definitive agreement with respect to a potential transaction will be entered into by Optiva, or if entered into, that any such potential transaction will be completed. If a definitive agreement with respect to a potential transaction is not reached within the grace period (as extended), there can be no assurance that the forbearance will be extended or that an alternative resolution will be available.

Completion of any potential transaction will be subject to, among other things, approval of the applicable securityholders of Optiva, other approvals that may be required by the court if the potential transaction is structured as a plan of arrangement, Toronto Stock Exchange approval and the receipt of all necessary regulatory approvals.

About Optiva Inc.

Optiva is a leading provider of mission-critical, cloud-native, agentic AI-powered revenue management software for the telecommunications industry. Its products are delivered globally on the private and public cloud. The company's solutions help service providers maximize digital, 5G, IoT (Internet of Things) and emerging market opportunities to achieve business success. Established in 1999, Optiva is listed on the Toronto Stock Exchange.

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