Optimi Health Announces $3.45 Million Convertible Financing and Extension of Secured Term Loan

Vancouver, British Columbia--(Newsfile Corp. - July 18, 2025) - Optimi Health Corp. (CSE: OPTI) (OTCQX: OPTHF) (FSE: 8BN) ("Optimi" or the "Company"), a Canadian drug manufacturer and formulator of GMP-grade MDMA and natural psilocybin, is pleased to announce that it has entered into subscription agreements pursuant to which it proposes to complete a non-brokered private placement (the "Offering") with two non-arm's length parties (each an "Investor") of 3,450 unsecured convertible debentures of the Company (each a "Convertible Debenture") at a price of CAD$1,000 per Convertible Debenture for gross proceeds of CAD$3,450,000. The Convertible Debentures will bear interest at a rate of 15.0% per annum, calculated and payable quarterly in arrears in cash, maturing twelve (12) months or, if extended for an additional twelve (12) months by the Investor, from the date of issuance, twenty-four months (the "Maturity Date"). The principal amount of each Convertible Debenture will be convertible into common shares of the Company (each a "Common Share") at a conversion price of $0.15 (the "Conversion Price"), being the closing price of the Common Shares on the Canadian Securities Exchange (the "CSE") preceding the execution by each Investor of the subscription agreement for the Convertible Debentures. On the Maturity Date, any outstanding principal amount of the Convertible Debentures, plus any accrued and unpaid interest thereon, will be repaid by the Company in cash or, at the option of the Investors, through the issuance of Common Shares. No warrants are attached to the Convertible Debentures issued under the Offering.

The principal amount of the Convertible Debentures, in whole or in part, will be convertible into Common Shares at the Conversion Price at the option of the Investors and for no additional consideration upon written notice from the Investor to the Company at any time prior to the close of business on the Maturity Date. Upon conversion of all or any of the Convertible Debentures, all accrued and unpaid interest outstanding to the date of the conversion on any such converted Convertible Debenture shall be paid in cash or in Common Shares at the election of the Investor. In the event that the Investor elects to convert all or a part of the accrued and unpaid interest into Common Shares, such Common Shares shall be issued at a deemed price equal to the most recent closing price of the Common Shares on the CSE prior to the receipt by the Company of a conversion notice from the Investor.

The net proceeds received by the Company from the Offering will be used for general working capital. All securities issued under the Offering, including securities issuable on conversion thereof, will be subject to a hold period expiring four months and a day from the date of issuance, in accordance with the rules and policies of the CSE and applicable Canadian securities laws. The Offering is expected to close on or about July 24, 2025. The Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as the Investors are Mr. Dane Stevens, CEO, CMO and a director of the Company, by way of Cathay Visions Enterprises Ltd. and Mr. JJ Wilson, Chair of the Board and a director of the Company, by way of Catcher Investments Ltd. Following the acquisition Mr. Stevens holds 11,875,566 Common Shares or 12.29% of the Company and Mr. Wilson holds 8,237,501 Common Shares or 8.52% of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

Extension of Secured Term Loan

The Company also announces it has entered into an extension to its non-dilutive Debt Financing Agreement ("DFA") and General Security Agreement ("GSA") for CAD$1,000,000 (the "Loan") with one arm's length party (the "Lender"). Pursuant to the DFA and the GSA, the Loan is secured against the assets of the Company and bears interest at a rate of 7.5% per annum, payable by the Company to the Lender quarterly on the last business day of every fiscal quarter until full repayment. The Loan maturity date has been extended and all outstanding principal is now payable on April 30, 2026. The Company may repay the Loan at any time on notice to the Lender, subject to a prepayment fee. As partial consideration for the extension of the Loan from the Lender, the Company has granted a total of 400,000 Common Share purchase warrants (the "Warrants"), entitling the purchase of Common Shares. The Warrants are exercisable for two (2) years from the date of issuance, at an exercise price of $0.25 per Common Share.

About Optimi Health Corp.

Optimi Health Corp. is a Health Canada-licensed, GMP-compliant manufacturer and supplier of natural psilocybin and MDMA. Dedicated to producing high-quality psychedelic products, the Company aims to support the global advancement of mental health therapies through rigorous compliance, innovation, and collaboration.

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On Behalf of the Board
JJ Wilson, Chair of the Board

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies, certain of which are unknown. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "expects," "will continue," "is anticipated," "anticipates," "believes," "estimated," "intends," "plans," "forecast," "projection," "strategy," "objective," and "outlook") are not historical facts and may be forward-looking statements. These statements may involve estimates, assumptions, and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct, and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Optimi's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed in the Company's long form prospectus dated February 12, 2021, a copy of which is available on SEDAR+ at www.sedarplus.com. Except as expressly required by applicable law, Optimi undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Optimi to predict all of them or assess the impact of each factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization accepts responsibility for the adequacy or accuracy of this release.

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