Optimi arranges $3.45-million debenture financing

Executive Summary

• Optimi Health Corp. announced a $3.45 million non-brokered private placement of unsecured convertible debentures to two non-arm's-length parties (CEO and Chair).
• The company also extended the maturity of a $1 million secured term loan to April 30, 2026, granting 400,000 warrants as partial consideration for the extension.
• Proceeds from the debenture offering are designated for general working capital, with the transaction expected to close around July 24, 2025.

Key Details

• Convertible Debenture Financing:
  • Gross Proceeds: $3.45 million.
  • Instrument: 3,450 unsecured convertible debentures at $1,000 per debenture.
  • Interest Rate: 15% per annum, calculated and payable quarterly in arrears in cash.
  • Maturity: 12 months from issuance, with an option to extend for an additional 12 months (total 24 months).
  • Conversion Price: 15 cents per common share (based on the CSE closing price preceding execution).
  • Conversion Terms: Convertible at the investor's option prior to the close of business on the maturity date. Accrued interest can be paid in cash or shares at the investor's election. If interest is converted to shares, the price is the most recent CSE closing price prior to the conversion notice.
  • Repayment: Principal and accrued interest repayable in cash or, at investor option, via issuance of common shares on maturity.
  • Warrants: No warrants attached to the debentures.
  • Hold Period: 4 months and 1 day from issuance.
  • Use of Proceeds: General working capital.
  • Closing Date: Expected on or about July 24, 2025.
• Secured Term Loan Extension:
  • Principal Amount: $1 million.
  • New Maturity Date: April 30, 2026.
  • Interest Rate: 7.5% per annum, payable quarterly.
  • Security: Secured against company assets.
  • Consideration for Extension: Grant of 400,000 common share purchase warrants.
  • Warrant Terms: Exercisable for two years from issuance at an exercise price of 25 cents per share.
  • Prepayment: Allowed on notice, subject to a prepayment fee.
• Related Party Details:
  • Investors: Dane Stevens (CEO, CMO, Director) via Cathay Visions Enterprises Ltd., and J.J. Wilson (Chair, Director) via Catcher Investments Ltd.
  • Post-Transaction Holdings: Mr. Stevens holds 11,875,566 shares (12.29%); Mr. Wilson holds 8,237,501 shares (8.52%).
  • Regulatory Exemption: Relied on MI 61-101 exemptions (sections 5.5(a) and 5.7(1)(a)) as insider participation does not exceed 25% of market capitalization.