Overactive Media increases debt financing

Mr. Adam Adamou reports OVERACTIVE MEDIA ANNOUNCES UPSIZED DEBT FINANCING Overactive Media Corp. has upsized the previously announced debt financing, whereby the company now intends to borrow an additional $1-million from an entity controlled by the Kimel family, on the same terms as previously announced with respect to the $1-million the company intends to borrow from an entity controlled by Sheldon Pollack, such that financing will be for an aggregate of $2-million. Accordingly, the company will also issue the lender 330,000 common share purchase warrants, for an aggregate of 660,000 warrants to be issued in connection with the financing, and all warrants will have an exercise price of 30 cents per warrant and a term of one year. The company intends to use the proceeds of such loan for general working capital purposes. The issuance of the note and warrants remain subject to the execution of definitive agreements and acceptance of the TSX Venture Exchange, and other customary closing conditions. 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-V. 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, 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 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 Media is a global media, sports and entertainment company focused on delivering integrated marketing solutions, content and live experiences through its portfolio of e-sports 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 e-sports leagues and is home to Movistar KOI and Toronto Ultra. We seek Safe Harbor.