Psyched Wellness Announces Closing of Private Placement and Shares for Debt Transaction and Resignation of a Director
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.
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Hold period: 4 months + 1 day; U.S. securities legends applicable.
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Use of Proceeds
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Net proceeds earmarked for working capital or other purposes permitted under CSE policies.
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Related Party Transaction
- Investor Group controls >10% of outstanding shares, qualifying the offering as a “related party transaction” under MI 61‑101.
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Exemptions relied upon: valuation < $2.5 M; no minority shareholder approval required; independent directors approved.
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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.
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Same 4‑month + 1‑day hold period and U.S. legends apply.
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Post‑Transaction Capital Structure
- Total common shares outstanding: 406,715,844.
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Investor Group voting interest increased from ~43.1% to ~44.6%.
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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).
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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).
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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.