OverActive Media Announces Debt Financing

TORONTO, Oct. 16, 2025 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF) a global esports, digital media and entertainment company for today's generation of fans, today announced that it intends to borrow C$1,000,000 from an entity controlled by Sheldon Pollack (the "Lender"), who is the Chairman of the Company's board of directors. The Company intends to issue a secured promissory note in respect of such loan (the "Note"), which will have a term of six months and bear interest at a rate of 12% per annum. The Company will also issue the Lender 330,000 common share purchase warrants (the "Warrants"), which will have an exercise price of C$0.30 per Warrant and a term of one year. The Company intends to use the proceeds of the loan for general working capital purposes.

"We see an extraordinary window of opportunity to scale ActiveVoices into a global technology platform serving creators, brands, and media partners. This financing gives us the flexibility to aggressively pursue that growth engine while continuing to execute on our disciplined path to profitability," said Adam Adamou, CEO of OverActive Media. "Our focus remains on building a profitable, asset-backed digital media company that captures the full potential of our franchises, our fanbase and proprietary technology."

The issuance of the Note and Warrants remain subject to the execution of definitive agreements and acceptance of the TSX Venture Exchange (the "TSXV"). The Warrants, and any common shares of the Company issued to the Lender on the exercise of the Warrants, are subject to a four-month resale restriction pursuant to the policies of the TSXV. The Note will be secured by certain accounts receivable of the Company or its subsidiaries.

The issuance of the Note and the Warrants will each constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Lender is a related party (as defined in MI 61-101) of the Company. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party matters, as the Company is listed on the TSXV and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for the transaction exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

About OverActive Media

OverActive Media Corp. (TSXV: OAM) (OTCQB: OAMCF) is a global media, sports and entertainment company focused on delivering integrated marketing solutions, content, and live experiences through its portfolio of esports teams, proprietary platforms, and digital products. With operations in Toronto, Madrid and Berlin, OverActive owns team franchises in some of the world's most prominent esports leagues and is home to Movistar KOI and Toronto ULTRA.

For more information or to request a demo, visit: www.overactivemedia.com/activevoices

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMAITON

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 intention of the Company to issue the Note and Warrants. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes 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 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, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: the potential that the TSXV does not accept the issuance of the Note and Warrants; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; the ability of the Company to continue to execute on its existing partnerships and business strategy; the ability of the Movistar KOI and Call of Duty Leagues to maintain viewership; the successful completion of the Company's new venue; and other risk factors set out in OverActive's most recent annual information form and its other filings with Canadian securities regulators, copies of which may be found under OverActive's profile at www.sedarplus.ca. These forward- looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

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.

1397-0183-0169

SOURCE Overactive Media Corp.

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