Mr. J.J. Wilson reports

OPTIMI HEALTH ANNOUNCES $3.45 MILLION CONVERTIBLE FINANCING AND EXTENSION OF SECURED TERM LOAN

Optimi Health Corp. has entered into subscription agreements, pursuant to which it proposes to complete a non-brokered private placement with two non-arm's-length parties of 3,450 unsecured convertible debentures of the company at a price of $1,000 per convertible debenture for gross proceeds of $3.45-million. The convertible debentures will bear interest at a rate of 15 per cent per annum, calculated and payable quarterly in arrears in cash, maturing 12 months or, if extended for an additional 12 months by the investor, from the date of issuance, 24 months. The principal amount of each convertible debenture will be convertible into common shares of the company at a conversion price of 15 cents, being the closing price of the common shares on the Canadian Securities Exchange preceding the execution by each investor of the subscription agreement for the convertible debentures. On the maturity date, any outstanding principal amount of the convertible debentures, plus any accrued and unpaid interest thereon, will be repaid by the company in cash or, at the option of the investors, through the issuance of common shares. No warrants are attached to the convertible debentures issued under the offering.

The principal amount of the convertible debentures, in whole or in part, will be convertible into common shares at the conversion price at the option of the investors and for no additional consideration upon written notice from the investor to the company at any time prior to the close of business on the maturity date. Upon conversion of all or any of the convertible debentures, all accrued and unpaid interest outstanding to the date of the conversion on any such converted convertible debenture shall be paid in cash or in common shares at the election of the investor. In the event that the investor elects to convert all or a part of the accrued and unpaid interest into common shares, such common shares shall be issued at a deemed price equal to the most recent closing price of the common shares on the CSE prior to the receipt by the company of a conversion notice from the investor.

The net proceeds received by the company from the offering will be used for general working capital. All securities issued under the offering, including securities issuable on conversion thereof, will be subject to a hold period expiring four months and one day from the date of issuance, in accordance with the rules and policies of the CSE and applicable Canadian securities laws. The offering is expected to close on or about July 24, 2025. The offering constitutes a related party transaction as defined in Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as the investors are Dane Stevens, chief executive officer, chief medical officer and a director of the company, by way of Cathay Visions Enterprises Ltd. and J.J. Wilson, chair of the board and a director of the company, by way of Catcher Investments Ltd. Following the acquisition, Mr. Stevens holds 11,875,566 common shares, or 12.29 per cent of the company, and Mr. Wilson holds 8,237,501 common shares or 8.52 per cent 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 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

Extension of secured term loan

The company also announces it has entered into an extension to its non-dilutive debt financing agreement (DFA) and general security agreement (GSA) for $1-million with one arm's-length party (the lender). Pursuant to the DFA and the GSA, the loan is secured against the assets of the company and bears interest at a rate of 7.5 per cent per annum, payable by the company to the lender quarterly on the last business day of every fiscal quarter until full repayment. The loan maturity date has been extended and all outstanding principal is now payable on April 30, 2026. The company may repay the loan at any time on notice to the lender, subject to a prepayment fee. As partial consideration for the extension of the loan from the lender, the company has granted a total of 400,000 common share purchase warrants, entitling the purchase of common shares. The warrants are exercisable for two years from the date of issuance at an exercise price of 25 cents per common share.

About Optimi Health Corp.

Optimi Health is a Health Canada-licensed, GMP-compliant (good manufacturing practices) manufacturer and supplier of natural psilocybin and MDMA (3,4-methylenedioxymethamphetamine). 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.

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