Vancouver, British Columbia--(Newsfile Corp. - July 25, 2025) - Cathay Visions Enterprises Ltd. (the "Acquiror") acquired 450 unsecured convertible debentures (each a "Convertible Debenture") of Optimi Health Corp. (the "Issuer") at a price of CAD$1,000 per Convertible Debenture for a total investment of CAD$450,000 pursuant to a non-brokered private placement. The Convertible Debentures bear interest at a rate of 15.0% per annum, calculated and payable quarterly in arrears in cash, maturing twelve (12) months from the date of issuance or, if extended by the Acquiror, twenty-four months (24) from the date of issuance (the "Maturity Date"). The principal amount of each Convertible Debenture is convertible into common shares of the Issuer (each a "Common Share") at a conversion price of $0.15 (the "Conversion Price"). On the Maturity Date, any outstanding principal amount of the Convertible Debentures, plus any accrued and unpaid interest thereon, will be repaid by the Issuer in cash or, at the option of the Acquiror, through the issuance of Common Shares. The principal amount of the Convertible Debentures, in whole or in part, will be convertible into Common Shares at the Conversion Price at the option of the Acquiror and for no additional consideration upon written notice from the Acquiror to the Issuer at any time prior to the close of business on the Maturity Date. Upon conversion of all or any of the Convertible Debentures, all accrued and unpaid interest outstanding to the date of the conversion on any such converted Convertible Debenture shall be paid in cash or in Common Shares at the election of the Acquiror. In the event that the Acquiror elects to convert all or a part of the accrued and unpaid interest into Common Shares, such Common Shares shall be issued at a deemed price equal to the most recent closing price of the Common Shares on the CSE prior to the receipt by the Issuer of a conversion notice from the Acquiror.
Prior to giving effect to the foregoing acquisition of Convertible Debentures, the Acquiror owned and/or had control over an aggregate of 11,875,566 Common Shares, representing approximately 12.29% of the issued and outstanding Common Shares of the Issuer on an undiluted basis. Following completion of the acquisition of the Convertible Debentures, the Acquiror owns or has control or direction over, directly or indirectly, 11,875,566 Common Shares, 533,333 warrants, and 450,000 stock options, representing approximately 12.29% of the issued and outstanding Common Shares of the Issuer on an undiluted basis and approximately 13.71% of the total issued and outstanding Common Shares of the Issuer on a partially diluted basis.
The Acquiror may acquire additional securities or dispose of securities of the Issuer in the future either on the open market, privately or otherwise depending on market conditions, reformulation of plans, other available investment business opportunities and/or other relevant factors.
For further information or to receive a copy of the early warning report filed by the Acquiror with securities regulatory authorities in Canada in connection with this press release, please contact Leah Hodges at (604) 377-0403 or refer to the Issuer's SEDAR+ profile at www.sedarplus.ca.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260059
SOURCE: Cathay Visions Enterprises Ltd.
