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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “United States”), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. PROSPECTUS Initial Public Offering February 12, 2021 OPTIMI HEALTH CORP. 201 – 1448 Commercial Drive, Vancouver, British Columbia Canada V5L 3X9 Minimum: $15,000,000/20,000,000 Units Maximum: $18,000,000/24,000,000 Units This prospectus (this “Prospectus”) qualifies the distribution (the “Offering”) of a minimum of 20,000,000 units of securities (each, a “Unit”) of Optimi Health Corp. (“we” or the “Company” or “Optimi” or “us”) and a maximum of 24,000,000 Units, at a price of $0.75 per Unit (the “Offering Price”), for minimum gross proceeds of $15,000,000 (the “Minimum Offering”) and maximum gross proceeds of $18,000,000 (the “Maximum Offering”). Each Unit will consist of one common share in the capital of the Company (a “Common Share”, and each Common Share included in a Unit being a “Unit Share”) and one-half of one Common Share purchase warrant (each whole such warrant, a “Warrant”). Each Warrant will entitle the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of $1.25 per Warrant Share at any time until 24 months after the Closing Date (as defined herein) (the “Expiry Date”), provided that if the volume weighted average closing price of the Common Shares on the Canadian Securities Exchange (the “Exchange”) or such other stock exchange on which the Common Shares are then trading is equal to or greater than $2.50 for a period of 20 consecutive trading days, the Company may at its option elect to accelerate the expiry of the Warrants by providing notice to the holders thereof (by news release) within 10 calendar days following the end of such 20 consecutive trading day period, in which case the Warrants will expire on the date specified in such notice, which shall be not less than 30 calendar days following delivery of such notice. The Warrants will be governed by a warrant indenture (the “Warrant Indenture”) to be entered into on or before the Closing Date between the Company and Endeavor Trust Corporation (the “Warrant Agent”). The Units will be immediately separated into Unit Shares and Warrants upon issuance. 1 The Units will be offered on a “best-efforts” basis pursuant to an agency agreement (the “Agency Agreement”) dated February 12, 2021 between the Company and Mackie Research Capital Corporation as lead agent and sole bookrunner (the “Lead Agent”), Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. (collectively, the “Agents”). As at the date of this Prospectus, the Company does not have any of its securities listed or quoted on any stock exchange or quotation service and has not applied to list or quote any of its securities and does not intend to apply to list or quote any of its securities on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc). The Company has applied to list its Common Shares on the Exchange under the symbol “OPTI”. The Company shall use commercial reasonable efforts to list the Warrants on the Exchange. Listing is subject to fulfilling all of the listing requirements of the Exchange. The Company is developing a vertically integrated Canadian functional mushroom brand that focuses on the health and wellness food markets. The Company also intends to cultivate, extract, process and distribute high quality strains of fungi products at its Facilities (as defined herein) located in Princeton, British Columbia. The Company intends to grow and process functional mushrooms, to develop its own health food products and to sell its mushrooms and related products directly to consumers, to other health food brands and to distributors. An investment in the Units involves a high degree of risk and must be considered speculative due to the nature of the Company’s business. The risks outlined in this Prospectus should be carefully reviewed and considered by investors in connection with an investment in the Company’s securities. See “Risk Factors”. Price to the Agents’ Net Public(1) Commission(2) Proceeds to the Company(3) Per Unit ................................................................................................$0.75 $0.0525 $0.6975 Minimum Offering ..........................................................................................................................$15,000,000 $1,050,000 $13.950.000 Maximum Offering(4) ....................................................................................................................$18,000,000 $1,260,000 $16,740,000 (1) The Offering Price has been determined by negotiation between us and the Agents. (2) Pursuant to the terms of the Agency Agreement, the Company has agreed to pay the Agents a cash fee (the “Agents’ Commission”) equal to 7.0% of the aggregate gross proceeds of the Offering. As additional compensation, the Company has also agreed to issue to the Agents such number of non-transferrable compensation options (the “Agent Options”) as is equal to 7.0% of the number of Units sold pursuant to the Offering. Each Agent Option will be exercisable for one Unit (an “Agent Unit”) at an exercise price of $0.75 until the Expiry Date. Each Agent Unit will consist of one Common Share and one-half of a Common Share purchase warrant (each whole such warrant, an “Agent Unit Warrant”). The Agent Unit Warrants will be issued under the Warrant Indenture, and have the same attributes as the Warrants to be comprised in the Units. In addition, the Company has agreed to pay the Lead Agent a work fee of $50,000 on the Closing Date. (3) We will pay the expenses associated with the Offering, which, not including the Agents’ Commission, will be approximately $200,000. We have also agreed to reimburse the Agents for their reasonable expenses in connection with the Offering. See “Use of Proceeds” and “Plan of Distribution”. (4) We have granted the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the Agents, at any time up to 30 days following the Closing (as defined herein), to purchase from the Company up to such additional number of Units (the “Over-Allotment Units”) as is equal to 15% of the number of Units sold under the Offering at the Offering Price. The Over-Allotment Option may be exercised by the Agents, in whole or in part, to acquire, as necessary, a combination of (i) Over-Allotment Units; (ii) additional Unit Shares (the "Over-Allotment Shares") at a price of $0.7379 per Over-Allotment Share; or (iii) additional Warrants ("Over-Allotment Warrants") at a price of $0.0242 per Over-Allotment Warrant, with each Over-Allotment Warrant entitling the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share (an “Over-Allotment Warrant Share”) on the same terms as the Warrants. The Over-Allotment Option has been granted solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, Agents’ Commission and proceeds to the Company will be $20,700,000, $1,449,000 and $19,251,000, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option and distribution of the Over-Allotment Units, Over-Allotment Shares and Over-Allotment Warrants to be issued and sold upon exercise of the Over-Allotment Option. See “Plan of Distribution”. 2 A purchaser who acquires securities forming part of the Over-Allotment Option acquires those securities under this Prospectus, regardless of whether the Over-Allotment Option is ultimately filled through the exercise of the Over- Allotment Option or secondary market purchases. Unless the context otherwise requires, when used herein, all references to “Offering” include the exercise of the Over-Allotment Option, all references to “Units” include the Over-Allotment Units issuable upon exercise of the Over-Allotment Option, all references to “Unit Shares” include the Over-Allotment Shares issuable upon exercise of the Over-Allotment Option, all references to “Warrants” include the Over-Allotment Warrants issuable upon exercise of the Over-Allotment Option and all references to “Warrant Shares” include the Over-Allotment Warrant Shares issuable upon exercise of the Over-Allotment Warrants. The following table sets out the number of securities that may be issuable to the Agents: Maximum Size or Number of Securities Available for the Agents’ Position Maximum Offering Exercise Period Exercise Price Over-Allotment Option ............................. 3,600,000 Units Up to 30 days $0.75 per Unit following the Closing Agents’ Options ........................................ 1,932,000 Units Up to 24 months $0.75 per Unit (assuming exercise in full following the of the Over-Allotment Closing Option) Subscriptions will be received subject to rejection or allocation in whole or in part and the Agents reserve the right to close the subscription books at any time without notice.

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