Optimi investor Catcher acquires $3M in debentures

Executive Summary

• Catcher Investments Ltd. acquired $3 million worth of unsecured convertible debentures from Optimi Health Corp. in a non-brokered private placement.
• The debentures carry a 15% annual interest rate, mature in 12 to 24 months, and are convertible into common shares at a price of 15 cents per share.
• Following the acquisition, Catcher Investments holds approximately 8.52% of the undiluted common shares and 10.08% on a partially diluted basis, triggering an Early Warning Report under National Instrument 62-103.

Key Details

• Transaction Structure: Non-brokered private placement of unsecured convertible debentures.
• Investment Amount: $3,000,000 total investment.
• Quantity: 3,000 convertible debentures.
• Price per Unit: $1,000 per convertible debenture.
• Interest Rate: 15.0% per annum, calculated and payable quarterly in arrears in cash.
• Maturity: 12 months from issuance, or 24 months if extended by the acquiror.
• Conversion Price: 15 cents per common share.
• Conversion Terms:
  • Principal amount convertible at the option of the acquiror upon written notice prior to the close of business on the maturity date.
  • Conversion requires no additional consideration.
  • Accrued and unpaid interest can be paid in cash or converted into common shares at the acquiror's election.
  • If interest is converted into shares, the deemed price is the most recent closing price of the common shares on the CSE prior to the issuer receiving the conversion notice.
  • At maturity, outstanding principal and accrued interest may be repaid in cash or, at the acquiror's option, through the issuance of common shares.
• Pre-Transaction Holdings: Catcher Investments owned 8,237,501 common shares (~8.52% undiluted).
• Post-Transaction Holdings:
  • Common Shares: 8,237,501
  • Warrants: 1,225,000
  • Stock Options: 450,000
  • Total Undiluted Percentage: ~8.52%
  • Total Partially Diluted Percentage: ~10.08%
• Regulatory Context: Filed as an Early Warning Report in accordance with National Instrument 62-103.