Early Warning Press Release in Accordance with National Instrument 62-103

Rhea-AI Summary

Cathay Visions Enterprises Ltd. has acquired 450 unsecured convertible debentures of Optimi Health Corp. (OTC:OPTHF) at CAD$1,000 per debenture, totaling a CAD$450,000 investment. The debentures feature a 15% annual interest rate, payable quarterly in cash, with a 12-month maturity that can be extended to 24 months.

The debentures are convertible into common shares at $0.15 per share. Prior to this acquisition, Cathay owned 11,875,566 common shares (12.29% ownership). Following the acquisition, Cathay now controls 11,875,566 shares, 533,333 warrants, and 450,000 stock options, representing 12.29% undiluted and 13.71% partially diluted ownership.

["Debentures offer attractive 15% annual interest rate", "Flexibility to convert debentures to equity at $0.15 per share", "Option to extend maturity from 12 to 24 months"]

Positive

• None.

Negative

• Potential dilution for existing shareholders if debentures are converted
• High 15% interest rate indicates expensive financing for the company
• Significant control by single investor (13.71% partially diluted ownership)

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

FAQ

What is the value and terms of OPTHF's convertible debenture placement?

Optimi Health raised CAD$450,000 through 450 convertible debentures at CAD$1,000 each, bearing 15% annual interest payable quarterly, with 12-month maturity extendable to 24 months.

What is the conversion price for OPTHF's convertible debentures?

The convertible debentures can be converted into common shares at a price of $0.15 per share.

How much of OPTHF does Cathay Visions Enterprises own?

Cathay owns 11,875,566 shares (12.29% undiluted) and with warrants and options controls 13.71% on a partially diluted basis.

When do OPTHF's convertible debentures mature?

The debentures mature in 12 months from issuance, with an option to extend to 24 months.

How is the interest paid on OPTHF's convertible debentures?

Interest of 15% per annum is calculated and paid quarterly in cash, with the option to convert unpaid interest into shares at market price.