Mr. Dane Stevens reports

OPTIMI HEALTH ESTABLISHES DISCRETIONARY EQUITY FACILITY

Optimi Health Corp. has entered into a common share purchase agreement with Seven Knots LLC, establishing an equity line of credit (ELOC) under which the company has the right, but not the obligation, to sell to Seven Knots up to $100-million (U.S.) of its common shares from time to time over the term of the facility.

Sales under the ELOC are at the company's discretion, subject to the terms and conditions of the purchase agreement. For each draw, Seven Knots is obligated to purchase the shares specified in the company's purchase notice at a price per share equal to 97 per cent of the lower of the lowest sale price of the company's common shares on the applicable purchase date and the volume-weighted average price during the applicable purchase period, subject to a maximum of $2-million (U.S.) per draw. Each purchase period terminates if the share price falls below a floor equal to 85 per cent of the closing price on the trading day prior to the day the purchase notice is delivered or a higher price specified by the company. No common shares may be issued under the purchase agreement to the extent that, after giving effect to the issuance, Seven Knots and its affiliates would beneficially own more than 4.99 per cent of the company's outstanding common shares.

As consideration for Seven Knots' commitment, the company issued to Seven Knots an unsecured, non-interest-bearing convertible promissory note in the principal amount of $1.5-million (U.S.) and agreed to issue a second convertible promissory note on the same terms in the principal amount of $500,000 (U.S.) if gross proceeds from sales under the ELOC equal or exceed $7-million (U.S.). The commitment notes mature 24 months from their respective dates of issuance and are convertible at Seven Knots' option at a conversion price equal to 95 per cent of the 20-day volume-weighted average price of the company's common shares, subject to a floor conversion price of $3 (U.S.) per share. No common shares may be issued upon conversion of the commitment notes to the extent that, after giving effect to the issuance, Seven Knots and its affiliates would beneficially own more than 2.99 per cent of the company's outstanding common shares, accounting only for the common shares issuable under the commitment notes. The company may prepay the commitment notes in cash, or common shares, at any time at 100 per cent of principal, without premium or penalty, eliminating any further issuance of shares under the commitment notes.

The company will file a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (SEC), registering the resale by Seven Knots of a portion of the common shares issuable under the purchase agreement and the commitment notes. No common shares may be sold under the ELOC until the registration statement is declared effective by the SEC. Copies of the purchase agreement, the initial commitment note and the related registration rights agreement will be furnished to the SEC in a report on Form 6-K, and a material change report will be filed under the company's profile on SEDAR+. The foregoing descriptions are qualified in their entirety by reference to the full text of those documents. The facility remains subject to the policies of the Canadian Securities Exchange.

Joseph Gunnar & Co. LLC is acting as exclusive placement agent in connection with the ELOC.

About Optimi Health Corp.

Optimi Health is a commercial-stage pharmaceutical company focused on manufacturing and distributing GMP-grade (good manufacturing practice) psychedelic drug products for mental health therapies. As a Health Canada-licensed pharmaceutical manufacturer, Optimi produces validated MDMA and botanical psilocybin drug products at its GMP-compliant facilities in British Columbia, Canada. Optimi supplies both active pharmaceutical ingredients and finished dosage forms to regulated clinical and therapeutic programs internationally, with products currently prescribed to patients in Australia under the country's authorized prescriber scheme and accessible in Canada through the special access program.

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