Optimi Health Establishes Discretionary Equity Facility

VANCOUVER, British Columbia, Aug. 14, 2026 (GLOBE NEWSWIRE) — Optimi Health Corp. (NASDAQ: OPTH) (CSE: OPTI) (FSE: 8BN) (the “ Company ” or “ Optimi ”), a commercial-stage pharmaceutical manufacturer of regulated psychedelic drug products, today announced that it has entered into a common shares purchase agreement (the “ Purchase Agreement ”) with Seven Knots, LLC (“ Seven Knots ”), establishing an equity line of credit (the “ ELOC ”) under which the Company has the right, but not the obligation, to sell to Seven Knots up to US$100 million 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% 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 US$2 million per draw. Each purchase period terminates if the share price falls below a floor equal to 85% 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% of the Company’s outstanding common shares.

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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 US$1.5 million (the “ Initial Commitment Note ”) and agreed to issue a second convertible promissory note on the same terms in the principal amount of US$500,000 if gross proceeds from sales under the ELOC equal or exceed US$7 million (the “ Additional Commitment Note ” and together with the Initial Commitment Note, the “ Commitment Notes ”). 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% of the 20-day volume-weighted average price of the Company’s common shares, subject to a floor conversion price of US$3.00 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% 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% 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 (the “ Registration Statement ”) with the U.S.