Toronto, Ontario--(Newsfile Corp. - March 11, 2026) - Psyched Wellness Ltd. (CSE: PSYC) (OTCQB: PSYCF) (FSE: 5U9) (the "Company" or "Psyched Wellness"), a life sciences company focused on the production and distribution of health and wellness products derived from the Amanita Muscaria mushroom, is excited to announce that it has entered into a non-binding memorandum of terms (the "Term Sheet") with Gotham Green Fund III, L.P. and Gotham Green Fund III (Q), L.P. (together, "Gotham Green") pursuant to which the Company shall complete a non-brokered private placement (the "Offering") of common shares (the "Common Shares") and common share purchase warrants (the "Warrants") for aggregate gross proceeds of up to C$1,719,306.94 in two tranches of up to C$859,653.47 each, subject to closing conditions. The Offering will be led by Gotham Green, and it may include affiliates and/or co-investors of Gotham Green (together, "Investor Group").

Offering Details

The Offering will consist of issuances of Common Shares at a price of C$0.0101 per Common Share and Warrants at a price of C$0.005 per Warrant. Each Warrant will entitle the holder thereof to acquire one (1) additional Common Share (each, an "Additional Share") at a price of C$0.0051 per Additional Share at any time on or before the Warrant expiry date, set sixty (60) months following the applicable closing date.

The Company has obtained approval from the Canadian Securities Exchange (the "CSE") to issue the Common Shares and Warrants at a price lower than C$0.05 as the Offering Price is above the volume-weighted average trading price of the Common Shares on the CSE for the 20 trading day period ending March 10, 2026. The Company has determined that the Offering is in the best interests of the Company and that it is reasonable based on the Company's current financial circumstances.

The Offering will be offered for purchase and sale to investors in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), provided that no prospectus, registration statement or similar document is required to be filed.

The initial tranche is scheduled to close on or about March 18, 2026 (the "Tranche 1 Closing Date") for aggregate gross proceeds of C$859,653.47 (the "Initial Tranche"). Subject to the policies of the CSE, closing of the second and final tranche could be for up to C$859,653.47 ("Tranche 2"). The Investor Group has no obligation to fund Tranche 2, and may elect to complete Tranche 2 in whole or in part or not at all in the Investor Group's sole discretion. Additionally, the closing of Tranche 2 shall be subject to satisfactory completion of due diligence in the Investor Group's sole discretion.

All securities issued under the Offering will be subject to: (i) a four (4) month and one (1) day hold period from the applicable closing date and (ii) applicable legends as required pursuant to the U.S. Securities Act.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company intends to use the net proceeds from the Offering for working capital purposes or as otherwise permitted under the policies of the CSE.

Closing of the Offering is subject to customary closing conditions, including the approval of the CSE.

Investor Rights Agreement

On or about the Tranche 1 Closing Date, the Company is expected to enter into an Investor Rights Agreement with the Investor Group (the "Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, one current independent director of the Company shall resign from the board of directors of the Company (the "Board") effective as of the Tranche 1 Closing Date (or such other time as the Company and the Investor Group may mutually agree). Following the Tranche 1 Closing Date, the Investor Group shall have the right to nominate two (2) directors for appointment to the Board (the "Investor Directors"), as well as to nominate two (2) additional individuals for appointment to the Board as independent directors (each, an "Investor Independent Director"). Following the appointment of the Investor Independent Directors (and assuming the ongoing tenure of the existing Investor Directors), the Board shall consist of no more than seven (7) directors, with a majority remaining independent under the policies of the CSE.

Pursuant to the Investor Rights Agreement, for a period of eighteen (18) months following the Tranche 1 Closing Date (the "ROFR Period"), the Company has granted the Investor Group a right of first refusal on any proposed equity, debt or convertible financing, or other capital raising transaction (other than issuances pursuant to equity compensation plans or the exercise of outstanding options, warrants, or other awards).

Related Party Transaction

The Offering constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Investor Group jointly controls over 10% of the outstanding Common Shares.

The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b) as the Company does not have securities listed on a specified stock exchange, neither the fair market value of, nor the consideration to be paid for, the securities issued under the Offering exceeds $2,500,000 and each of the independent directors of the Company has approved the Offering.

Shares for Debt

The Company is also pleased to announce that it has agreed to settle the amount of US$450,000 (approximately C$615,780) in debt which the Company owes to Zerkalo, LLC ("Zerkalo") through the issuance of an aggregate of 60,968,317 Common Shares at a deemed price of C$0.0101 per Common Share (the "Shares for Debt Transaction").

The debt being settled represents fees payable to Zerkalo for certain consultation services related to product development, marketing, distribution, and supply chain provided by Zerkalo to the Company under a master service agreement dated April 1, 2024.

Closing of the Shares for Debt Transaction is subject to customary closing conditions, including the approval of the CSE. The Common Shares to be issued pursuant to the Shares for Debt Transaction will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and the policies of the CSE.

About Psyched Wellness:

Psyched Wellness is a Canadian-based health supplements company dedicated to the distribution of mushroom-derived products and associated consumer packaged goods. The Company's objective is to create premium mushroom-derived products that have the potential to become a leading North American brand in the emerging functional food category.

Cautionary Note Regarding Forward-looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the anticipated size, timing of the closing(s), number of placees, and tranches of the Offering; the anticipated completion of the Offering under the stated terms, including the satisfaction and/or waiver of all applicable closing conditions; the anticipated use of the proceeds from the Offering; the anticipated completion and terms of the Shares for Debt Transaction; and the receipt of the requisite approvals for the Offering and Shares for Debt Transaction, including CSE approval.

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company carrying out its objectives, distribution, and the development of its business and products and future activities following the date hereof as intended; the Company creating premium mushroom-derived products that have the potential to become a leading North American brand in the emerging functional food category; the Company developing its Amanita muscaria-derived water-based extracts products and them having the uses and potential benefits of Amanita Muscaria; the Company completing the Offering under its stated terms; the Company's allocating the proceeds from the Offering as intended; the Company completing the Shares for Debt Transaction under its stated terms; and the Company obtaining requisite approvals, including CSE approval.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company's inability to carry out its objectives, distribution, and/or the development of its business and products and future activities following the date hereof; the Company's inability to achieve its objective to create premium mushroom-derived products that have the potential to become a leading North American brand in the emerging functional food category; the Company's inability to develop its Amanita muscaria-derived waterbased extracts products and/or the products not having the uses and/or potential benefits of Amanita Muscaria; the Company's inability to complete the Offering under its stated terms or at all, including the inability to satisfy and/or get waiver of the conditions precedent to the closing of the Offering; the Company's inability to allocate the proceeds from the Offering as intended; and the Company's inability to obtain the requisite approvals, including CSE approval.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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Source: Psyched Wellness Ltd.