Overactive Media arranges $3-million financing

Executive Summary

• Overactive Media Corp. completed an initial closing of a non-brokered private placement, raising $907,500 from the issuance of 3,025,000 units.
• The total offering is for up to 10 million units at 30 cents per unit, with aggregate gross proceeds of up to approximately $3 million intended for general working capital.
• The transaction includes a related-party transaction involving Director Daren Selfe and compensation paid to Raymond James Ltd.

Key Details

• Offering Structure: Non-brokered private placement of up to 10 million units at a price of 30 cents per unit.
• Initial Closing Amount: 3,025,000 units issued for gross proceeds of $907,500.
• Use of Proceeds: General working capital purposes.
• Warrant Terms: Each unit consists of one common share and one common share purchase warrant. Warrants entitle the holder to purchase one common share at an exercise price of 40 cents for a period of 24 months following issuance, subject to acceleration.
• Related Party Transaction: 25,000 units were issued to Daren Selfe, a director of the company. This constitutes a related party transaction under Multilateral Instrument 61-101. The company relied on exemptions from formal valuation and minority shareholder approval requirements as the fair market value of the units did not exceed 25% of the company's market capitalization. Insider participation did not result in a new control person.
• Advisor Compensation: In connection with the first closing, the company paid cash fees of $35,000 and issued compensation warrants to purchase 116,666 common shares to Raymond James Ltd. These compensation warrants have the same terms and exercise price (40 cents) as the warrants sold to investors.
• Future Closings: Further closings are expected in January 2026, subject to execution of definitive agreements and acceptance by the TSX Venture Exchange.
• Resale Restrictions: All securities issued are subject to a four-month-and-one-day resale restriction pursuant to TSX-V policies and applicable securities legislation.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.