OverActive Media Announces Debt Financing

Executive Summary

• OverActive Media Corp. announced a $1,000,000 C$ senior secured promissory note to be issued to Sheldon Pollack (Chairman of the Board) with a six‑month term and 12% annual interest.
• The loan is accompanied by issuance of 330,000 common share purchase warrants at an exercise price of C$0.30 per warrant, exercisable for one year.
• Proceeds are earmarked for general working capital; the note will be secured by certain accounts receivable and the transaction qualifies as a related‑party deal under MI 61‑101.

Key Details

• Loan Amount: C$1,000,000 senior secured promissory note.
• Lender: Entity controlled by Sheldon Pollack (Chairman of the Board).
• Interest Rate: 12% per annum.
• Maturity: Six months from issuance.
• Security: Secured against certain accounts receivable of OverActive Media or its subsidiaries.
• Warrants Issued: 330,000 common share purchase warrants.
• Warrant Exercise Price: C$0.30 per warrant.
• Warrant Term: One year from issuance.
• Resale Restriction: Four‑month restriction on resale of any shares issued upon exercise, per TSXV policies.
• Use of Proceeds: General working capital purposes.
• Regulatory Status: Subject to execution of definitive agreements and acceptance by the Toronto Venture Exchange (TSXV).
• Related‑Party Transaction: Treated as a related‑party transaction under Multilateral Instrument 61‑101; exemptions from formal valuation and minority shareholder approval are being relied upon because the fair market value does not exceed 25% of market capitalization.

Notable Quotes

“We see an extraordinary window of opportunity to scale ActiveVoices into a global technology platform… This financing gives us the flexibility to aggressively pursue that growth engine while continuing to execute on our disciplined path to profitability.” – Adam Adamou, CEO

All non‑material boilerplate and forward‑looking disclaimer text has been omitted.