TORONTO, June 2, 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 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.
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.
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