Psyched Wellness Announces Private Placement for Proceeds of up to C$1,719,306.94

Executive Summary

• Psyched Wellness entered a non‑binding term sheet with Gotham Green Fund III for a private placement of up to C$1.72 million in common shares and warrants, to be completed in two tranches.
• The offering price is C$0.0101 per share and C$0.005 per warrant; each warrant allows purchase of an additional share at C$0.0051 for 60 months.
• The company will also settle US$450,000 (≈C$615,780) debt to Zerkalo, LLC by issuing ~61 million common shares at a deemed price of C$0.0101 per share.

Key Details

• Total Gross Proceeds: Up to C$1,719,306.94 in two tranches (each up to C$859,653.47).
• Tranche 1 Closing Date: Expected around March 18 2026 for C$859,653.47.
• Share Price: C$0.0101 per common share.
• Warrant Terms: Priced at C$0.005 each; each warrant convertible into one additional share at C$0.0051 any time within 60 months from closing.
• Holding Period: All securities subject to a four‑month and one‑day hold period from issuance.
• Investor Rights Agreement:
• One current independent director will resign at Tranche 1 close.
• Investor Group may nominate two directors and two additional independent directors, keeping the board at ≤7 members with a majority independent.
• Investor Group receives an 18‑month right of first refusal on future equity, debt, or convertible financings (excluding compensation plans).
• Related Party Transaction: Classified as “related party” under MI 61‑101; exemptions applied because consideration < C$2.5 M and no shareholder approval required.
• Debt Settlement with Zerkalo:
• US$450,000 (≈C$615,780) debt settled by issuing 60,968,317 common shares at C$0.0101 per share.
• Shares subject to the same four‑month and one‑day hold period.
• Use of Proceeds: Net proceeds earmarked for working capital and other purposes permitted under CSE policies.
• Regulatory Approvals: Subject to customary closing conditions, including approval by the Canadian Securities Exchange (CSE).

Notable Quotes

• “The Offering is in the best interests of the Company and reasonable based on our current financial circumstances,” – Jeffrey Stevens, CEO.