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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.
About Psyched Wellness Ltd.:
Psyched Wellness Ltd. is a Canadian-based health supplements company dedicated to the distribution of mushroom-derived products and associated consumer packaged goods. The Company’s objective is to create premium mushroom-derived products that have the potential to become a leading North American brand in the emerging functional food category. The Company is in the process of developing a line of Amanita muscaria-derived water-based extracts, teas and capsules designed to help with three health objectives: promote stress relief, relaxation and assist with restful sleeping.
Cautionary Statement Regarding Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the ability of the Company to develop Amanita Muscaria-derived products; the safety of Amanita Muscaria consumption and the safety and purity of any extracts thereof; and (ii) the uses and potential benefits of Amanita Muscaria.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; the Company’s ability to continue to develop its mushroom-derived products and associated consumer packaged goods; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; and the continued growth of the Company.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company’s operations; competition within the psychedelics market; risks with respect to the safety of Amanita Muscaria consumption and the safety and purity of any extracts thereof; and the risk that there is no potential benefit of Amanita Muscaria consumption.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.