OverActive Media Announces Completion of Option/RSU Exchange and Issuance of Equity Incentive Awards

TORONTO, Oct. 12, 2023 /CNW/ - 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 completed the proposed stock option/restricted share unit ("RSU") exchange program that was originally announced on June 2, 2023, and approved at the annual and special meeting of shareholders held on June 27, 2023.

Under the option/RSU exchange, certain holders of outstanding stock options were offered the opportunity to exchange their stock options for newly issued RSUs effective as of September 26, 2023 (the "Exchange Date"). The number of RSUs that were issued to option holders that elected to participate in the exchange was determined based on the fair value of the exchanged options on the Exchange Date (which was 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 Exchange ("TSXV") on the Exchange Date (being $0.175). A total of 1,119,444 options with an aggregate fair market value of $106,330 were exchanged for 607,603 RSUs. No Insiders of the Company (as defined in TSXV rules) participated in the option/RSU exchange.

The RSUs issued under the option/RSU exchange were issued in accordance with the terms of the Company's 2022 Omnibus Equity Incentive Plan and are subject to vesting over three years, with 1/3 of the issued RSUs vesting on each anniversary of the Exchange Date.

The option/RSU exchange required the approval of the TSXV pursuant to TSXV Policy 4.4, which the Company has received.

The Company also announced today that, effective as of the Exchange Date, it granted an aggregate of 734,565 RSUs to certain officers. The RSUs vest on the same basis as the RSUs issued pursuant to the option/RSU exchange and were granted under the Company's 2022 Omnibus Equity Incentive Plan.

ABOUT OVERACTIVE MEDIA

OverActive Media (TSXV: OAM) (OTCQB: OAMCF) 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 Overwatch League, operating as the Toronto Defiant, (ii) the Call of Duty League, operating as the Toronto Ultra, and (iii) 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.

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

Leah Gaucher, Director, Marketing & Communications, OverActive Media, [phone], [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., [phone], [email protected]