Mr. Adam Adamou reports

OVERACTIVE MEDIA CLOSES SECURED DEBT FINANCING OF APPROXIMATELY C$1.95 MILLION

Overactive Media Corp. has closed a secured debt financing for aggregate gross proceeds of approximately $1.95-million, including both a Canadian-dollar-denominated portion and a euro-denominated portion.

The financing consists of four secured promissory notes and will include the issuance of 9,797,000 common share purchase warrants. The Canadian-dollar portion of the financing, totalling $1-million, consists of two notes: one issued to an entity controlled by Sheldon Pollack, chairman of the company's board of directors, and one issued to an entity controlled by Michael Kimel, a director of the company. The Canadian lender loans are made in connection with a refinancing of the loans made by such Canadian lenders in October of 2025. Each Canadian lender will receive 2.5 million warrants. The euro-denominated portion of the financing, totalling 600,000 euros, consists of two notes issued to Spanish-based investors who are arm's-length current shareholders of the company. A total of 4,797,000 warrants will be issued to the Spanish lenders.

Subject to standard acceleration rights, upon an event of default under the note, each note has a term of two years from the date of issuance and bears interest at a rate of 12 per cent per annum, with all accrued interest payable in a single payment on the maturity date. The company may, upon 10 days written notice, prepay the notes in whole or in part at any time without premium or penalty. The notes are secured by the accounts receivable of the company, and each of OAM LEC SLU and Team Randomk Esports SL, each a wholly owned subsidiary of the company and a guarantor under the notes. Each lender will have pari passu ranking in relation to the security granted under the notes pursuant to a separate intercreditor arrangement. Each of the warrants has an exercise price of 20 cents and a term of two years. 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 TSX Venture Exchange.

The proceeds of the financing will be used for general working capital purposes.

"Two of our directors and existing European stakeholders put two-year capital behind this business," said Adam Adamou, chief executive officer of Overactive Media. "They know the business, and they're backing the plan. This capital drives growth across our teams and our platform and gets us to profitability."

The issuance of the notes and warrants to the Canadian lenders each constituted a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as each of the applicable lenders is a related party (as defined in MI 61-101) of the company. The company relied 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 TSX-V, 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 per cent of the company's market capitalization (as determined under MI 61-101).

About Overactive Media Corp.

Overactive is headquartered in Toronto, Ont., with operations in Madrid, Spain, and Berlin, Germany, and is a premier global e-sports and entertainment company for today's generation of fans. Overactive owns team franchises in professional e-sports leagues, including the Call of Duty League, operating as Toronto KOI, and the League of Legends EMEA Championship, operating as Movistar KOI. Overactive also operates ActiveVoices, an artificial-intelligence-driven content localization and monetization platform that enables creators and brands to expand their audiences globally and unlock new revenue streams through automated translation, dubbing and distribution.

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