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Financings

Psyched Wellness Announces Closing of Private Placement and Shares for Debt Transaction and Resignation of a Director

By The Northwire Desk — AI Analysis Mar 20, 2026 · 09:17 PSYC · 0.01 Psyched Wellness Ltd.
PSYC · Price

Executive Summary

  • Psyched Wellness closed the first tranche of a non‑brokered private placement, raising C$859,653.47 from Gotham Green Fund investors.
  • The company settled a US$450,000 debt to Zerkalo, LLC by issuing 60,968,317 common shares (≈C$615,780).
  • Director Trevor Mayer resigned concurrent with the closing; the Investor Group gained board nomination rights and an 18‑month right of first refusal on future equity financings.

Key Details

  • Private Placement – First Tranche
  • Issued 56,930,693 common shares at C$0.0101 per share.
  • Issued 56,930,693 warrants at C$0.005 per warrant (each warrant allows purchase of one additional share at C$0.0051).
  • Gross proceeds: C$859,653.47.

  • Hold period: 4 months + 1 day; U.S. securities legends applicable.

  • Use of Proceeds

  • Net proceeds earmarked for working capital or other purposes permitted under CSE policies.

  • Related Party Transaction

  • Investor Group controls >10% of outstanding shares, qualifying the offering as a “related party transaction” under MI 61‑101.

  • Exemptions relied upon: valuation < $2.5 M; no minority shareholder approval required; independent directors approved.

  • Shares for Debt Transaction with Zerkalo

  • Issued 60,968,317 common shares at C$0.0101 per share to settle US$450,000 (≈C$615,780) debt for consultation services.

  • Same 4‑month + 1‑day hold period and U.S. legends apply.

  • Post‑Transaction Capital Structure

  • Total common shares outstanding: 406,715,844.

  • Investor Group voting interest increased from ~43.1% to ~44.6%.

  • Investor Rights Agreement (IRA)

  • Dated March 20 2026; grants the Investor Group rights to nominate 2 directors and 2 independent directors to a board of up to 7 members (majority independent).

  • Provides an 18‑month right of first refusal on any future equity, debt, or convertible financing (excluding issuances under compensation plans or existing options/warrants).

  • Director Resignation

  • Trevor Mayer resigned effective upon closing of the first tranche (March 20 2026).

Notable Quotes

  • “The net proceeds from this offering will strengthen our balance sheet and support ongoing product development and distribution initiatives,” – Jeffrey Stevens, Chief Executive Officer.
Read the original news release →

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