OverActive Media Closes Previously Announced C$2 Million Debt Financing

TORONTO, Oct. 22, 2025 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF) a global esports, digital media and entertainment company for today's generation of fans, today announced that it has closed its previously announced upsized debt financing for aggregate gross proceeds of C$2,000,000 (the "Financing").

The Financing consists of two secured promissory notes, each in the principal amount of C$1,000,000; one issued to an entity controlled by Sheldon Pollack, and one issued to an entity controlled by the Kimel family (together, the "Lenders"). In connection with the Financing, the Company issued an aggregate of 660,000 common share purchase warrants (the "Warrants"), with 330,000 Warrants issued to each Lender. Each Warrant entitles the holder to acquire one common share of the Company at an exercise price of C$0.30 per share for a period of one year from the date of issuance. The proceeds of the Financing will be used for general working capital purposes.

All securities issued in connection with the Financing are subject to a four-month statutory hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange ("TSXV"), which will expire on February 22, 2026.

About OverActive Media

OverActive Media Corp. (TSXV: OAM) (OTCQB: OAMCF) is a global media, sports and entertainment company focused on delivering integrated marketing solutions, content, and live experiences through its portfolio of esports 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 esports leagues and is home to Movistar KOI and Toronto ULTRA.

For more information or to request a demo, visit: www.overactivemedia.com/activevoices

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the intention of the Company to use the Financing proceeds for general working capital purposes. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated financial and operating results of OverActive in the future.

Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation; the risks and uncertainties associated with foreign markets; the ability of the Company to continue to execute on its existing partnerships and business strategy; the ability of the Movistar KOI and Call of Duty Leagues to maintain viewership; the successful completion of the Company's new venue; and other risk factors set out in OverActive's most recent annual information form and its other filings with Canadian securities regulators, copies of which may be found under OverActive's profile at www.sedarplus.ca. These forward- looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Overactive Media Corp.

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