First Tranche of CAD $1,000,000 Secured From Chairman JJ Wilson’s Catcher Investments Ltd.

VANCOUVER, British Columbia, August 10, 2023 – Optimi Health Corp. (CSE: OPTI) (OTCQX: OPTHF) (FRA: 8BN), a Canadian drug research and formulation company licensed by Health Canada to manufacture psychedelic substances such as MDMA and high-quality, GMP-grade natural psilocybin, is pleased to announce the non-dilutive Debt Financing Agreement (“DFA”) and General Security Agreement (“GSA”) for proceeds of up to CAD $3,000,000. The company has already brought in the first tranche of CAD $1,000,000 from Catcher Investments Ltd., a company under the stewardship of Mr. JJ Wilson, who also serves as a director and non-executive Chair of Optimi Health.

Pursuant to the Debt Financing Agreement and the GSA, the financing is secured against the assets of the Company and will bear interest at a rate of 7.5% per annum, payable by the Company to the Lender(s) quarterly on the last business day of every fiscal quarter until full repayment. Upon maturity, all outstanding principal shall be payable on August 4, 2026, and the Company may repay the Loan at any time on notice to the Lender(s), subject to a prepayment fee.

As partial consideration for the advance of the first tranche from Catcher Investments Ltd., the Company has granted a total of 100,000 common share purchase warrants (the “Warrants”) to Mr. JJ Wilson, entitling the holder thereof to purchase common shares in the Company. The Warrants are exercisable for three (3) years from the date of issuance, at a price of $0.50 per share.

The Loan, including the issue of the Warrants to the Lender(s), constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”) as Mr. Wilson is a director and the non-executive Chair of the Company. The Company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the Loan does not represent more than 25% of the Company’s market capitalization, as determined in accordance with MI 61-101.

From the inception of Optimi in 2020 with co-founders Dane Stevens, Bryan Safarik, and Jacob Safarik, Mr. Wilson has been a pioneering force in the psychedelic and wellness sector.

“Witnessing Optimi’s commercialization and transformation over a span of three years fills me with immense pride,” expressed Wilson. “As we welcome new investors and opportunities, I remain excited and committed to Optimi’s continued growth on a global scale.”

The Debt Financing Agreement and GSA were approved by the independent members of the Company’s board of directors. Optimi did not file a material change report more than twenty-one (21) days before the expected closing date of the Loan, as the details of the Loan Agreement were not finalized until immediately prior to the closing of the first tranche.

Optimi CFO Jacob Safarik announced that the company plans to allocate the funding towards scaling its operations and fulfilling its on-going supply agreements. Additionally, he added that “the Company continues to expand its in-house GMP capabilities and attract new commercial agreements. Combined with the forecasted revenue, this financing puts Optimi on a path to achieving positive EBITDA.”



Optimi Health Corp. is an end-to-end Canadian-based drug researcher and formulator licensed by Health Canada to produce and supply psychedelic substances such as 3,4-Methylenedioxymethamphetamine (“MDMA”) and natural, GMP-grade psilocybin, as well as functional mushrooms that focus on the health and wellness markets. Built with the purpose of producing scalable psychedelic formulations for transformational human experiences, the Company’s goal is to be the number one trusted, compassionate supplier of safe drug products throughout the world. Optimi’s products are grown at its two facilities comprising a total of 20,000 square feet in Princeton, British Columbia, making it the largest psilocybin and MDMA producer in North America.