Optiva Inc. has entered into a commitment letter with EdgePoint Investment Group Inc. ("EdgePoint") pursuant to which Optiva has agreed to issue to EdgePoint additional 9.75% secured PIK toggle notes due June 2025 (the "Notes"), in an aggregate principal amount of up to USD 13,500,000 (the "Financing"). The USD 13,500,000 principal amount of Notes consist of EdgePoint's commitment of up to USD 12,825,000 principal amount of Notes and an upfront fee of USD 675,000 (the "Upfront Fee") payable by the Company to EdgePoint through the issuance of additional Notes. Pursuant to Section 501(c) of the TSX Company Manual, the Financing requires the approval of a majority of the Company's shareholders, excluding EdgePoint, as the value of the consideration to be received by EdgePoint pursuant to the Financing, consisting of interest payments over the term of the Notes and the Upfront Fee, exceeds 10% of the market capitalization of the Corporation.

In reliance on the exemption set forth in Section 604(d) of the TSX Company Manual, the Company has obtained the written approval for the Financing of Maple Rock Capital Partners Inc. ("Maple Rock") and OLP Capital Management Ltd. ("OLP"), who in the aggregate hold approximately 53% of the issued and outstanding common shares of the Company (the "Common Shares"), excluding the Common Shares held by EdgePoint. Neither Maple Rock nor OLP beneficially own any Notes. Optiva intends to use the net proceeds from the Financing for general working capital purposes.

The Financing is expected to close, subject to customary closing conditions, on or about September 29, 2023.