Psyched Wellness Closes $6,603,000 Bought Deal Private Placement

Toronto, Ontario, February 17, 2021 – Psyched Wellness Ltd. (CSE:PSYC, OTCQB:PSYCF, FRANKFURT:5U9) (the “Company”), a life sciences company focused on the production and distribution of artisanal functional and psychedelic mushrooms, is pleased to announce that further to its press releases dated January 21, 2021 and January 22, 2021, it has closed the bought deal private placement for total gross proceeds of $6,603,000 (the “Offering”). In connection with the Offering, the Company issued an aggregate of 21,300,000 units (the “Units”) to subscribers at a price of $0.31 per Unit (the “Issue Price”).

Each Unit consisted of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.43 for a period of 36 months from the closing of the Offering, subject to a Warrant acceleration right exercisable by the Company if, at any time following the date that is four months and one day from the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (“CSE”) is greater than $0.70 for the preceding five consecutive trading days.

The Offering was conducted by Canaccord Genuity Corp. (the “Lead Underwriter”) and Eight Capital (together with the Lead Underwriter, the “Underwriters”). In connection with the Offering, the Company: (i) issued to the Underwriters an aggregated of 456,365 Units and paid a total of $320,736.95 in cash, together representing the Underwriters’ fee of 7.0% of the gross proceeds of the Offering; (ii) issued to the Lead Underwriter an aggregate of 639,000 Units in settlement of the corporate finance fee of 3.0% of the Units sold under the Offering; and (iii) issued to the Underwriters’ an aggregate of 1,491,000 Unit purchase warrants of the Company, representing 7.0% of the Units sold under the Offering (the “Underwriters’ Warrants”). Each Underwriters’ Warrant is exercisable to acquire one Unit at the Issue Price for a period of 36 months from the closing of the Offering.

The gross proceeds from the Offering will be used to fully fund the pre-clinical trials of the Company’s Amanita Muscaria extract, AME-1 and to continue the Company’s scientific research of AME-1 and its potential benefits for people suffering from serious mental and physical health issues and for general corporate purposes.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable United States state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.