Mr. Adam Adamou reports

OVERACTIVE MEDIA ANNOUNCES SECOND CLOSING OF SECURED DEBT FINANCING

Overactive Media Corp. has closed a secured debt financing for aggregate gross proceeds of $500,000, which is in addition to the recent secured debt financing completed by Overactive for proceeds of approximately $1.95-million on April 30, 2026. The total proceeds from the financing is now approximately $2.45-million.

The financing includes one lender who will be issued a secured promissory note and 2.5 million common share purchase warrants. The proceeds of the financing will be used for general working capital purposes.

The note has a term of 23 months from the date of issuance, subject to standard acceleration rights upon an event of default under the note, and bears interest at a rate of 12 per cent per annum, with all accrued interest payable in a single payment on the maturity date. The company may, upon 10 days of written notice, prepay the note in whole or in part at any time without premium or penalty. The note is secured by the accounts receivable of the company and each of OAM LEC S.L.U. and Team Randomk Esports S.L., each a wholly owned subsidiary of the company and a guarantor under the note. The lender will have pari passu ranking in relation to the security granted under the promissory notes issued in connection with the April financing pursuant to an intercreditor arrangement. Each of the warrants has an exercise price of 20 cents and a term of 23 months. The warrants, and any common shares of the company issued to the lender on the exercise of the warrants, are subject to a four-month resale restriction pursuant to the policies of the TSX Venture Exchange.

About Overactive Media Corp.

Overactive Media is headquartered in Toronto, Ont., with operations in Madrid, Spain, and Berlin, Germany, and is a premier global e-sports and entertainment company for today's generation of fans. Overactive owns team franchises in professional e-sports leagues, including the Call of Duty League, operating as Toronto KOI, and the League of Legends EMEA Championship, operating as Movistar KOI. 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.

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