Core Viewpoint - Optimi Health Corp. has announced a non-brokered private placement of CAD$3.45 million through the issuance of unsecured convertible debentures and an extension of a secured term loan, aimed at enhancing its working capital and financial flexibility [1][3]. Group 1: Convertible Debentures - The company plans to issue 3,450 unsecured convertible debentures at a price of CAD$1,000 each, totaling gross proceeds of CAD$3,450,000 [1]. - The convertible debentures will have an interest rate of 15.0% per annum, payable quarterly, and will mature in 12 months, extendable for an additional 12 months [1][2]. - The conversion price for the debentures is set at $0.15, based on the closing price of the common shares prior to the subscription agreement [1][2]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for general working capital purposes [3]. - All securities issued will be subject to a hold period of four months and a day from the issuance date, in compliance with CSE rules [3]. Group 3: Related Party Transactions - The offering constitutes a related party transaction, involving the CEO and Chair of the Board as investors, with their respective holdings post-acquisition being 12.29% and 8.52% of the company [3]. - The company is relying on exemptions from certain valuation and minority shareholder approval requirements due to the fair market value of the insiders' participation not exceeding 25% of the company's market capitalization [3]. Group 4: Secured Term Loan - The company has extended a non-dilutive debt financing agreement for CAD$1,000,000, secured against its assets, with a new maturity date of April 30, 2026 [4][5]. - The loan bears an interest rate of 7.5% per annum, payable quarterly, and the company can repay the loan at any time with prior notice [5]. - As part of the loan extension, the company has granted 400,000 common share purchase warrants, exercisable at $0.25 per share for two years [5]. Group 5: Company Overview - Optimi Health Corp. is a Health Canada-licensed manufacturer of GMP-compliant natural psilocybin and MDMA, focusing on high-quality psychedelic products to support mental health therapies [6].