OverActive Media Announces Private Placement

Executive Summary

• OverActive Media Corp. announced a non‑brokered private placement of up to 10,000,000 units at $0.30 per unit, targeting gross proceeds of approximately $3 million for general working capital.
• The first closing completed on Dec. 30, 2025 with the issuance of 3,025,000 units raising $907,500; includes a related‑party allocation of 25,000 units to director Daren Selfe and cash fees of $35,000 plus compensation warrants to Raymond James Ltd.
• Further closings are expected in January 2026, subject to TSXV approval and customary closing conditions.

Key Details

• Offering size: Up to 10,000,000 units (each unit = 1 common share + 1 warrant).
• Price per unit: $0.30 → maximum gross proceeds ≈ $3,000,000.
• Use of proceeds: General working capital.
• Warrant terms: Each warrant allows purchase of one common share at an exercise price of $0.40 for 24 months after issuance; subject to acceleration.
• First Closing (Dec 30 2025):
• Units issued: 3,025,000
• Gross proceeds: $907,500
• Related‑party allocation: 25,000 units to director Daren Selfe (treated as a related party transaction under MI 61‑101).
• Cash fees paid: $35,000.
• Compensation warrants issued to Raymond James Ltd.: warrants to purchase 116,666 common shares on the same terms as the unit warrants.
• Future closings: Anticipated in Jan 2026; contingent upon execution of definitive agreements, TSXV acceptance, and other customary conditions.
• Resale restriction: All securities subject to a four‑month plus one‑day resale lock‑up per TSXV policy and applicable securities legislation.
• Related party exemption: Company relied on MI 61‑101 exemptions because the fair market value of units issued to Mr. Selfe does not exceed 25 % of market capitalization; no new Control Person created.

Notable Quotes

(No direct quotes were included in the release.)