Optimi Health, a Canadian drug research and formulation company licensed by Health Canada to manufacture psychedelic substances such as MDMA and GMP-grade natural psilocybin, entered into a non-dilutive debt financing agreement and general security agreement for proceeds of up to C$3 million ($2.23 million). The company has already brought in the first tranche of C$1 million ($744,250) from Catcher Investments, a company under the stewardship of JJ Wilson, who also serves as a director and non-executive chair of Optimi Health.
Pursuant to the debt financing agreement and the general security agreement, the financing is secured against the assets of the company and will bear interest at a rate of 7.5% per annum, payable by the company to the lender(s) quarterly on the last business day of every fiscal quarter until full repayment. Upon maturity, all outstanding principal shall be payable on Aug. 4, 2026, and the company may repay the loan at any time on notice to the lender(s), subject to a prepayment fee.
As partial consideration for the advance of the first tranche from Catcher Investments, the company has granted a total of 100,000 common share purchase warrants to Wilson, entitling the holder thereof to purchase common shares in the company. The warrants are exercisable for three years from the date of issuance, at a price of $0.50 per share.
The loan, including the issue of the warrants to the lender(s), constitutes a “related party transaction” as defined in multilateral instrument 61-101 – protection of minority securityholders in special transactions (MI 61-101) as Wilson is a director and the non-executive chair of the company. The company is relying on the exemption from valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the value of the loan does not represent more than 25% of the company’s market capitalization, as determined in accordance with MI 61-101.
From the inception of Optimi in 2020 with co-founders Dane Stevens, Bryan Safarik and Jacob Safarik, Wilson has been a pioneering force in the psychedelic and wellness sector.
“Witnessing Optimi’s commercialization and transformation over a span of three years fills me with immense pride,” Wilson said. “As we welcome new investors and opportunities, I remain excited and committed to Optimi’s continued growth on a global scale.”
The debt financing agreement and GSA were approved by the independent members of the company’s board of directors. Optimi did not file a material change report more than 21 days before the expected closing date of the loan, as the details of the loan agreement were not finalized until immediately prior to the closing of the first tranche.
