Vancouver, British Columbia–(Newsfile Corp. – January 28, 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 has closed the second and final tranche (the “Second Tranche“) of its non-brokered private placement (the “Offering“) of units of the Company (each, a “Unit“) at a price of $0.30 per Unit. Under the Second Tranche, the Company distributed 1,316,668 Units for gross proceeds of $395,000, bringing the total Offering raise to $934,000. 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 issued under the Second Tranche entitles the holder to acquire one additional Common Share at an exercise price of $0.40 until January 24, 2027, 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 $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 Company intends to use the net proceeds from the Offering for general working capital purposes.
All securities issued under the Second Tranche, including securities issuable on exercise thereof, will be subject to a hold period expiring May 25, 2025, in accordance with the rules and policies of the Exchange and applicable Canadian securities laws.
The Second Tranche was completed by insiders of the Company, the issuance of Units to insiders is 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, does not exceed 25% of the Company’s market capitalization.
The Company also announces that it has completed a debt settlement with 2 creditors which has resulted in an aggregate of $98,501.25 of indebtedness being retired in consideration for the issuance of 458,145 Common Shares at a deemed price per Common Share of $0.215 (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 January 24, 2025.
Completion of the Offering and the Debt Settlement is subject to certain conditions including but not limited to the receipt of all necessary approvals, including the final approval of the Exchange.
This news release does not constitute an offer for sale, or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act“)) of any equity or other securities of the Company. The securities of the Company have not been, and will not be, registered under the 1933 Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom.
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