Overactive Media increases debt financing

Executive Summary

• Overactive Media Corp. upsized its previously announced debt financing to a total of $2 million, adding an additional $1 million loan from an entity controlled by the Kimel family.
• The combined financing is accompanied by the issuance of 330,000 common share purchase warrants (totaling 660,000 warrants for both lenders) with an exercise price of C$0.30 per warrant and a one‑year term.
• Proceeds are earmarked for general working capital, and the transaction will be treated as a related‑party financing under MI 61‑101 with reliance on exemption thresholds.

Key Details

• Total Debt Amount: $2 million (two $1 million loans).
• Lenders:
• Entity controlled by Sheldon Pollack – $1 million.
• Entity controlled by the Kimel family – additional $1 million.
• Warrants Issued: 330,000 common share purchase warrants per lender (660,000 total).
• Exercise Price: C$0.30 per warrant.
• Warrant Term: One year from issuance.
• Use of Proceeds: General working capital purposes.
• Closing Conditions: Subject to execution of definitive agreements, TSX‑V acceptance, and customary closing conditions.
• Resale Restriction: Four‑month restriction on any shares issued upon warrant exercise, per TSX‑V policies.
• Related Party Status: Both lenders are related parties under MI 61‑101; the company will rely on exemptions in sections 5.5(a) and 5.7(1)(a) because neither loan amount nor consideration exceeds 25 % of market capitalization.

Notable Quotes

(No direct quotes were provided in the release.)