Optimi Health Provides Corporate Update

Rhea-AI Summary

Optimi Health Corp. (OPTHF) has announced two key financial updates. First, the company plans to close a second and final tranche of a non-brokered private placement, issuing 131,666 units at CAD$0.30 per unit for gross proceeds of CAD$395,000. Each unit includes one common share and half of a transferable purchase warrant exercisable at CAD$0.40 for two years.

The warrants include an accelerated expiry provision if the company's stock price exceeds CAD$0.50 for 20 consecutive trading days. The offering involves insider participation and will be used for general working capital. Additionally, Optimi is completing a debt settlement with two creditors, converting CAD$98,126.25 of marketing and investor relations services debt into common shares.

Both transactions are expected to close around January 24, 2025, with securities subject to a standard 4-month hold period.

Positive

• Raising CAD$395,000 in additional capital through private placement
• Reduction of CAD$98,126.25 in debt through equity conversion
• Insider participation in private placement indicating management confidence

Negative

• Dilution of existing shareholders through new share issuance
• Need for additional working capital suggests cash flow concerns
• Settling debt through share issuance indicates potential cash constraints

Non-Brokered Private Placement and Debt Settlement

Vancouver, British Columbia--(Newsfile Corp. - January 17, 2025) - Optimi Health Corp. (CSE: OPTI) (OTCQX: OPTHF) (FSE: 8BN) ("Optimi" or the "Company"), a GMP-approved, Health Canada licensed psychedelics pharmaceutical manufacturer specializing in botanical psilocybin and MDMA, announces it intends to close a second and final tranche of a non-brokered private placement by issuing 131,666 units (each a "Unit") at CAD$0.30 per Unit for gross proceeds of CAD$395,000 (the "Offering"), the first tranche of the Offering closed August 15, 2024. Each Unit is comprised of one (1) common share in the capital of the Company (each a "Common Share") and one-half of one (1/2) transferable Common Share purchase warrant (each whole warrant a "Warrant"). Each Warrant entitles the holder to acquire one (1) Common Share at CAD$0.40 for two (2) years from the date of issuance, subject to an accelerated expiry provision, whereby in the event the closing price of the Company's Common Shares on the Canadian Securities Exchange (the "Exchange") exceeds CAD$0.50 for a period of 20 consecutive trading days, at the Company's election, the period within which the Warrants are exercisable, will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice, any outstanding Warrants not exercised during the 30 day period will expire. The Offering is being subscribed to by insiders, the issuance of Units to which will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, will not exceed 25% of the Company's market capitalization. The Company intends to use the net proceeds from the Offering for general working capital. All securities issued under the Offering, including securities issuable on exercise thereof, will be subject to a hold period expiring 4 months and 1 day after issuance, in accordance with the rules and policies of the Exchange and applicable Canadian securities laws. Closing of the Offering is expected to occur on or around January 24, 2025.

Debt Settlement

The Company is completing a debt settlement with 2 creditors which will result in an aggregate of CAD$98,126.25 of indebtedness being retired in consideration for the issuance of Common Shares at a deemed price per Common Share equal to the closing price of the Common Shares on the Exchange on the last trading day prior to issuance (the "Debt Settlement"). The debt relates to marketing and investor relations services. The Common Shares issued in connection with the Debt Settlement are subject to a hold period expiring 4 months and 1 day from the date of issuance. The completion of the Debt Settlement is expected to occur on or around January 24, 2025.

About Optimi Health Corp.

Optimi Health Corp. is a Health Canada-licensed, GMP-compliant manufacturer and supplier of natural psilocybin and MDMA. Dedicated to producing high-quality psychedelic products, the Company aims to support the global advancement of mental health therapies through rigorous compliance, innovation, and collaboration.

On Behalf of the Board
JJ Wilson, Chair of the Board

For more information, please contact:
Optimi Health Corp.
Telephone: (778) 761-4551
investors@optimihealth.ca
www.optimihealth.ca

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements"), including statements pertaining to the completion of the Offering and the Debt Settlement. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies, certain of which are unknown. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "expects," "will continue," "is anticipated," "anticipates," "believes," "estimated," "intends," "plans," "forecast," "projection," "strategy," "objective," and "outlook") are not historical facts and may be forward-looking statements. These statements may involve estimates, assumptions, and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Optimi's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed in the Company's long form prospectus dated February 12, 2021, a copy of which is available on SEDAR+ at www.sedarplus.com. Except as expressly required by applicable law, Optimi undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Optimi to predict all of them or assess the impact of each factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/237609

FAQ

What is the size and price of Optimi Health's (OPTHF) latest private placement?

Optimi Health's second tranche private placement consists of 131,666 units at CAD$0.30 per unit, raising gross proceeds of CAD$395,000.

What are the terms of OPTHF's warrant acceleration clause?

If Optimi's stock price exceeds CAD$0.50 for 20 consecutive trading days, warrant holders will have 30 days to exercise their warrants at CAD$0.40, or they will expire.

How much debt is Optimi Health (OPTHF) converting to equity in January 2025?

Optimi Health is converting CAD$98,126.25 of debt related to marketing and investor relations services into common shares.

When will OPTHF's private placement and debt settlement close?

Both the private placement and debt settlement are expected to close around January 24, 2025.

What is the exercise price and term of OPTHF's new warrants?

The warrants can be exercised at CAD$0.40 per share for a period of two years from the date of issuance.