Overactive Media arranges $3-million financing

Mr. Adam Adamou reports OVERACTIVE MEDIA ANNOUNCES PRIVATE PLACEMENT Overactive Media Corp. has arranged a non-brokered private placement offering of up to 10 million units at a price of 30 cents per unit for aggregate gross proceeds of up to approximately $3-million. The company intends to use the proceeds of the offering for general working capital purposes. Each unit consists of one common share in the capital of the corporation and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at an exercise price of 40 cents for a period of 24 months following the issuance of the units, subject to acceleration. Today, the company completed an initial closing under the offering of 3,025,000 units for gross proceeds of $907,500, including the issuance of 25,000 units to Daren Selfe, a director of the company. In connection with the first closing, the company paid cash fees of $35,000 and compensation warrants to purchase 116,666 common shares to Raymond James Ltd. The compensation warrants have the same terms and exercise price as the warrants. Further closings of the offering, which are expected to occur in January, 2026, are subject to the execution of definitive agreements and acceptance of the TSX Venture Exchange, and other customary closing conditions. All securities issued in connection with the offering are subject to a four-month-and-one-day resale restriction pursuant to the policies of the TSX-V and applicable securities legislation. The issuance of the units to Mr. Selfe constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as Mr. Selfe is a related party (as defined in MI 61-101) of the company. The company has relied 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 units to be issued to Mr. Selfe nor the fair market value of the consideration paid by Mr. Selfe exceeds 25 per cent of the company's market capitalization (as determined under MI 61-101). Insider participation in the first closing will not result in a new control person (as defined by the TSX-V policies) and was on the same terms as arm's-length subscribers. About Overactive Media Corp. Overactive Media, headquartered in Toronto, Ont., with operations in Madrid, Spain, and Berlin, Germany, is a premier global e-sports and entertainment company for today's generation of fan. Overactive Media owns team franchises in professional e-sports leagues, including the Call of Duty League, operating as the Toronto KOI, and the League of Legends EMEA Championship (LEC), operating as Movistar KOI, and operating as Movistar KOI in other professional e-sports leagues and competitions. Overactive also operates ActiveVoices, an AI-driven (artificial intelligence) content localization and monetization platform that enables creators and brands to expand their audiences globally and unlock new revenue streams through automated translation, dubbing and distribution. We seek Safe Harbor.