Mr. Jeffrey Stevens reports

PSYCHED WELLNESS ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION AND RESIGNATION OF A DIRECTOR

Psyched Wellness Ltd. has closed: (i) the first tranche of its non-brokered private placement for gross proceeds of $859,653.47, led by Gotham Green Fund III LP and Gotham Green Fund III (Q) LP; and (ii) a shares-for-debt transaction with Zerkalo LLC.

Private placement details

Under the first tranche of the offering, the company issued an aggregate of 56,930,693 common shares of the company at a price of 1.01 cents per common share and an aggregate of 56,930,693 common share purchase warrants at a price of 0.5 cent per warrant. Each warrant entitles the holder thereof to acquire one additional common share at a price of 0.51 cent per additional share at any time on or before the date that is 60 months following the closing date.

All securities issued under the offering are subject to: (i) a four-month-and-day hold period from the closing date; and (ii) applicable legends as required pursuant to the U.S. Securities Act.

The company intends to use the net proceeds from the offering for working capital or as otherwise permitted under Canadian Securities Exchange policies.

Related-party transaction

The offering constitutes a related-party transaction under MI 61-101 (Protection of Minority Security Holders in Special Transactions) as the investor group jointly controls over 10 per cent of the outstanding common shares. The company relied on exemptions from formal valuation and minority shareholder approval under sections 5.5(b) and 5.7(1)(b) of MI 61-101 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 $2.5-million, and each of the independent directors of the company has approved the offering. Neither the company nor, to the knowledge of the company after reasonable inquiry, the investor group has knowledge of any material information concerning the company or its securities that has not been generally disclosed.

Shares-for-debt transaction

The company issued an aggregate of 60,968,317 common shares at a price of 1.01 cents per common share in settlement of $450,000 (U.S.) (approximately $615,780 (Canadian)) owed to Zerkalo for consultation services under a master service agreement dated April 1, 2024.

The common shares issued pursuant to the shares-for-debt transaction are subject to: (i) a four-month-and-day hold period from the closing date; and (ii) applicable legends as required pursuant to the U.S. Securities Act.

As a result of the completion of the first tranche of the offering and the shares-for-debt transaction, the company has 406,715,844 common shares issued and outstanding, and the investor group's direct and indirect voting interest in the outstanding common shares increased from approximately 43.1 per cent to approximately 44.6 per cent.

Investor rights agreement

In connection with the offering, the company entered into an investor rights agreement dated March 20, 2026, with the investor group. The investor group is entitled to nominate two directors and two independent directors to the board of directors of the company, who shall consist of no more than seven directors with a majority remaining independent. The company has also granted the investor group an 18-month 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).

Director resignation

Trevor Mayer resigned as a director of the company, effective upon the closing of the first tranche of the offering on March 20, 2026. The company would like to thank Mr. Mayer for his services as a director of the company and wishes him all the best in his future endeavours.

About Psyched Wellness Ltd.

Psyched Wellness is a Canadian-based health supplement 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.

We seek Safe Harbor.