OverActive Media Announces Second Closing of Secured Debt Financing

TORONTO, June 1, 2026 /CNW/ - OverActive Media Corp. ("OverActive" or the "Company") (TSXV: OAM) (OTC: OAMCF) (FRA: 0RB), a global esports and entertainment company for today's generation of fans, today announced that it has closed a secured debt financing for aggregate gross proceeds of $500,000 (the "Financing"), which is in addition to the recent secured debt financing completed by OverActive for proceeds of approximately $1,950,000 on April 30, 2026 (the "April Financing"). The total proceeds from the Financing is now approximately $2,450,000.

The Financing includes one lender who will be issued a secured promissory note (the "Note") and 2,500,000 common share purchase warrants (the "Warrants"). The proceeds of the Financing will be used for general working capital purposes.

The Note has a term of twenty-three 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 annum, with all accrued interest payable in a single payment on the maturity date. The Company may, upon 10 days 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 C$0.20 and a term of twenty-three 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 (the "TSXV").

About OverActive Media

OverActive Media Corp. (TSXV: OAM) (OTC: OAMCF) (FRA: 0RB) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany, and is a premier global esports and entertainment company for today's generation of fans. OverActive owns team franchises in professional esports 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 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.

For more information visit: www.overactivemedia.com

About Tracker Partners LP

Tracker Partners LP is an investment fund primarily focused on investments in media, entertainment, sports, and consumer equities. The fund manages a concentrated portfolio based on in-depth fundamental research, a contrarian investment approach, and a long-term investment horizon.

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 intended use of proceeds of the Financing and the Company's ability to pursue additional financing options. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and include 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 on 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. Key factors that could cause actual results to differ materially include: the Company's ability to raise additional financing and continue as a going concern; changes in general economic, business and political conditions; and other risk factors set out in OverActive's public disclosure documents filed under its profile at www.sedarplus.ca.

OverActive does not intend and does 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.

For further information, please contact: Media Inquiries: Adam Adamou, Chief Executive Officer, OverActive Media, [email protected]; Investor Relations: Kelly Haley, Senior Director, Global Operations, OverActive Media, [email protected]