Mr. Robert Stabile reports

OPTIVA INC. ENTERS INTO SUPPORT AGREEMENT WITH HOLDERS OF APPROXIMATELY 85 PER CENT OF OUTSTANDING SENIOR SECURED NOTES TO PROVIDE 45-DAY PERIOD TO CONTINUE NEGOTIATIONS WITH NOTEHOLDERS AND THIRD PARTIES REGARDING A POTENTIAL TRANSACTION

Optiva Inc. has entered into a support agreement with holders (noteholders) of approximately 85 per cent of its outstanding principal amount of 9.75-per-cent senior secured PIK toggle notes due July 20, 2025.

• Optiva is in negotiations with its existing noteholders and certain third parties regarding a potential transaction that would result in the exchange of Optiva's outstanding notes for a combination of shares and new notes of a pro forma merged strategic third party.
• Optiva will continue operating its business as usual, fulfilling all continuing commitments to customers, employees and suppliers.
• Based on the proposals received to date, Optiva's common shareholders are expected to receive nominal consideration for their shares in connection with any potential transaction.

The support agreement provides a 45-day grace period to allow Optiva's special committee of independent directors to conclude negotiations with noteholders and prospective merger counterparties regarding a potential transaction. During the grace period, noteholders who are parties to the support agreement have agreed to forbear from exercising any of their rights or remedies in connection with any payment default occurring on the scheduled maturity of the notes on July 20, 2025. This grace period may be extended at the election of the noteholders.

Optiva will continue to operate in the ordinary course, upholding its commitments to customers, employees and suppliers. In addition to the forbearance, the company has sufficient near-term liquidity, with approximately $12-million cash on hand as of July 13, 2025, to ensure business continuity and the ability to meet its ordinary course financial commitments, including, without limitation, to its customers, employees and suppliers, as it continues to pursue a potential transaction.

"We're thankful for the trust our customers place in us and our team's unwavering dedication during this exciting chapter," said Robert Stabile, chief executive officer of Optiva. "The strong momentum we're seeing with new customer wins and product adoption reflects our world-class team and the powerful innovations we've delivered. As we finalize our future ownership structure, we're energized by what lies ahead and confident that our customers will benefit from an even stronger, more dynamic Optiva."

The potential transaction under negotiation would include the exchange of all of the outstanding principal amount of the notes plus accrued interest for a combination of shares and new notes of Optiva and a concurrent merger of Optiva with a strategic third party. Based on the proposals received to date, Optiva common shareholders are expected to receive nominal consideration for their shares in connection with any potential transaction.

In connection with the support agreement and forbearance, the repayment of (i) approximately $108.6-million principal amount due on maturity of the notes on July 20, 2025, and (ii) approximately $5.2-million in accrued interest will no longer be required to be paid as scheduled, and instead is expected to be addressed as part of any potential transaction to the extent such transaction is reached within the grace period.

There can be no assurance that a definitive agreement with respect to a potential transaction will be entered into by Optiva, or if entered into, that any such potential transaction will be completed. If a definitive agreement with respect to a potential transaction is not reached within the grace period, there can be no assurance that the forbearance will be extended or that an alternative resolution will be available.

Completion of any potential transaction will be subject to, among other things, approval of the applicable securityholders of Optiva, other approvals that may be required by the court if the potential transaction is structured as a plan of arrangement, Toronto Stock Exchange approval and the receipt of all necessary regulatory approvals.

About Optiva Inc.

Optiva is a leading provider of mission-critical, cloud-native, agentic AI-powered revenue management software for the telecommunications industry. Its products are delivered globally on the private and public cloud. The company's solutions help service providers maximize digital, 5G, IoT (Internet of Things) and emerging market opportunities to achieve business success. Established in 1999, Optiva is listed on the Toronto Stock Exchange.

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