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

Core Viewpoint - Psyched Wellness Ltd. has announced a non-binding memorandum of terms with Gotham Green Fund III for a private placement of common shares and warrants, aiming for gross proceeds of up to C$1,719,306.94 in two tranches [1] Offering Details - The Offering will consist of Common Shares priced at C$0.0101 each and Warrants priced at C$0.005 each, with each Warrant allowing the purchase of an Additional Share at C$0.0051 [2] - The initial tranche is set to close around March 18, 2026, for gross proceeds of C$859,653.47, with a second tranche also potentially for C$859,653.47, subject to the Investor Group's discretion [5] Regulatory Approval - The Company has received approval from the Canadian Securities Exchange (CSE) to issue shares and warrants below C$0.05, as the Offering Price exceeds the volume-weighted average trading price for the previous 20 trading days [3] Use of Proceeds - Net proceeds from the Offering will be used for working capital purposes or as permitted under CSE policies [8] Investor Rights Agreement - An Investor Rights Agreement will be established, allowing the Investor Group to nominate two directors to the Board and granting them a right of first refusal on future financing for 18 months post-Tranche 1 Closing Date [9][10] Related Party Transaction - The Offering is classified as a "related party transaction" under Multilateral Instrument 61-101, as the Investor Group controls over 10% of the outstanding Common Shares [11] Shares for Debt Transaction - The Company will settle US$450,000 (approximately C$615,780) in debt to Zerkalo, LLC by issuing 60,968,317 Common Shares at a deemed price of C$0.0101 per share [13] - This debt settlement relates to consultation services provided by Zerkalo under a master service agreement [14] Company Overview - Psyched Wellness is a Canadian health supplements company focused on mushroom-derived products, aiming to establish a leading brand in the functional food category in North America [16]