Optimi Announces Closing of First Tranche of Non-Brokered Private Placement

VANCOUVER, British Columbia, Feb. 28, 2024 (GLOBE NEWSWIRE) — Optimi Health Corp. (CSE: OPTI) (OTCQX: OPTHF) (FRA: 8BN) (“Optimi” or the “Company”), a Health Canada licensed drug researcher and formulator specializing in controlled psychedelic substances such as natural psilocybin and MDMA, announces that on February 23, 2024 it closed the first tranche (“First Tranche”) of a non-brokered private placement (the “Offering”), by issuing 1,850,033 units (each a “Unit”) at CAD$0.30 per Unit for gross proceeds of CAD$555,010. 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 Company intends to use the net proceeds from the Offering to obtain its Drug Establishment License, facilitate commercialization, and for general working capital.

JJ Wilson and Dane Stevens, co-founders of Optimi, emphasize, “We are fully dedicated to Optimi’s mission of becoming the leading end-to-end supplier of GMP psychedelics. Since our inception four years ago, alongside Bryan and Jacob Safarik, our commitment to shareholders has remained unwavering: to deliver significant value to patients, customers, and shareholders alike. Leading this round of investment, we are excited to propel Optimi’s growth by advancing our commercialization efforts and broadening our supply chain presence.”

All securities issued under the First Tranche, including securities issuable on exercise thereof, are subject to a hold period expiring June 24, 2024, in accordance with the rules and policies of the Exchange and applicable Canadian securities laws.

The First Tranche constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as two related parties of the Company acquired an aggregate of 1,333,333 Units. Following the acquisition, JJ Wilson, Chair of the Board and a Director, holds 6,991,750 Common Shares or 7.85% of the Company and Dane Stevens, Chief Marketing Officer and a Director, holds 8,865,483 Common Shares or 9.95% of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

In addition to the financing, the Company also announces that specific founders have agreed to a one-year voluntary lock-up period for their founder shares. The last portion of these shares was initially set to be released from escrow on February 23, 2024, marking 36 months from Optimi’s original listing date. Consequently, a total of 2,916,000 founder shares will remain voluntarily locked up. This additional commitment, along with the founders’ participation in the financing, emphasizes their dedication to commercializing the business and establishing sustainable markets for its products.

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