OverActive Media Closes Secured Debt Financing of Approximately C$1.95 Million

OverActive Media Closes Secured Debt Financing of Approximately C$1.95 Million

TORONTO, April 30, 2026 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF) (FRA: 0RB), a global esports and entertainment company for today's generation of fans, today announced that it has closed a secured debt financing for aggregate gross proceeds of approximately C$1,950,000 (the "Financing"), including both a Canadian dollar-denominated portion and a Euro-denominated portion.

The Financing consists of four secured promissory notes (the "Notes") and will include the issuance of 9,797,000 common share purchase warrants (the "Warrants"). The Canadian dollar portion of the Financing, totaling C$1,000,000, 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 Lenders" and each a "Canadian Lender"). The Canadian Lenders 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 2,500,000 Warrants. The Euro-denominated portion of the Financing, totaling €600,000, consists of two Notes issued to Spanish based investors who are arm's length current shareholders of the Company (the "Spanish Lenders" and, together with the Canadian Lenders, the "Lenders"). 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 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 S.L.U. and Team Randomk Esports S.L., 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 C$0.20 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 TSXV.

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, CEO 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 ("MI 61-101") 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 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) (OTC: OAMCF) (FRA: 0RB) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany, and is a premier global esports and entertainment company for today's generation of fans. OverActive owns team franchises in professional esports 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 AI-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.

For more information visit: www.overactivemedia.com

Cautionary Note Regarding Forward-Looking Information

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 intended use of proceeds of the Financing and the Company's ability to pursue additional financing options. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and include 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 on 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. Key factors that could cause actual results to differ materially include: the Company's ability to raise additional financing and continue as a going concern; changes in general economic, business and political conditions; and other risk factors set out in OverActive's public disclosure documents filed under its profile at www.sedarplus.ca.

OverActive does not intend and does 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.

SOURCE Overactive Media Corp.