June 2, 2023 (TORONTO, ONTARIO) – OverActive Media (TSXV: OAM) (OTCQB: OAMCF) (“OverActive” or the “Company”), a global sports, media and entertainment company for today’s generation of fans, announced today that it has mailed to shareholders the management information circular for its annual and special meeting of shareholders to be held virtually on June 27, 2023 at 10:00 a.m. (Toronto time).

At the meeting, among other things, shareholders will be asked to approve the participation of certain insiders of the Company in a proposed stock option/restricted share unit (“RSU”) exchange program.

Under the option/RSU exchange, holders of outstanding stock options (other than directors of the Company) will be offered the opportunity to exchange their stock options for newly issued RSUs. The number of RSUs to be issued will be determined based on the fair value of the exchanged options (which will be determined by the Company using the Black-Scholes-Merton formula) and the most recent closing price of the Company’s common shares on the TSX Venture (“TSXV”) on the exchange date. Any RSUs issued pursuant to the option/RSU exchange will be issued in accordance with the terms of the Company’s 2022 Omnibus Equity Incentive Plan. The Company currently anticipates that the option/RSU exchange will be completed in September 2023, following the filing of its financial statements for the three and six months ended June 30, 2023.

The option/RSU exchange was recommended by the Human Resource Compensation and Governance Committee of the Company’s board of directors (the “Compensation Committee”) following a comprehensive review of the competitiveness and retention value of the Company’s executive compensation arrangements, including its approach to equity incentive awards, with a view to (i) motivating executives to achieve desired financial performance over the next several years, (ii) increasing the retentive value of the compensation program, and (iii) delivering competitive compensation to attract and retain key executives. To assist it with this review, the Compensation Committee retained Southlea Group, an independent compensation consulting firm.

As part of this review, the Compensation Committee considered a number of alternatives, including ways in which the Company could more effectively use equity incentive awards for the purposes described above, given that the exercise price of existing options are significantly below the trading price of the Company’s common shares. Consequently, the existing options no longer offer an adequate incentive to officers and employees of the Company, nor do they provide any meaningful retention incentive or alignment of the interests of the holders of existing options with those of shareholders. In addition, the existing options currently represent approximately over 75% of the equity incentive awards the Company is currently permitted to issue, which leaves the Company with limited flexibility to issue further equity incentive awards to attract, retain and incentivize executives and other key employees.

The option/RSU exchange requires the approval of the TSXV pursuant to TSXV Policy 4.4, which the Company has sought. Further, disinterested shareholder approval of the participation of certain executives of OverActive (who are ‘Insiders’ as defined in the policies of the TSXV) in the Option/RSU Exchange is also required under TSXV Policy 4.4. Further details regarding the option/RSU exchange may be found in the Company’s management information circular, a copy of which is available under the Company’s SEDAR profile at www.sedar.com.

The Company also announced today that it has granted an aggregate of 120,000 options to certain directors. The options have an exercise price of $0.18, a term of ten years and are subject to vesting. These options were granted under the Company’s 2022 Omnibus Equity Incentive Plan and are subject to the terms of the applicable grant agreements and the requirements of the TSXV.

Leah Gaucher

Director, Marketing & Communications, OverActive Media

Babak Pedram

Investor Relations, Virtus Advisory Group Inc.

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 plans, intentions, beliefs and current expectations of OverActive with respect to future business activities and operating performance. 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: (a) OverActive’s anticipated VALORANT team; and (b) expectations for other economic, business, and/or competitive factors.

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 are 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; and risk factors set out in OverActive’s annual information form for the year ended December 31, 2021. These forward-looking statements may be affected by risks and uncertainties in the business of OverActive and general market conditions, including COVID-19.

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 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.


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About OverActive Media

OverActive Media (TSXV: OAM) is headquartered in Toronto, Ontario, with operations in Madrid, Spain and Berlin, Germany. OverActive’s mandate is to build an integrated global company delivering sports, media and entertainment products for today’s generation of fans with a focus on esports, videogames, content creation and distribution, culture, and live and online events. OverActive owns team franchises in professional esports leagues including (i) the Call of Duty League, operating as the Toronto Ultra, and (ii) the League of Legends European Championship (“LEC”), operating as the MAD Lions. OverActive also leads OAM Live, an events arm that produces both live and online events.