$1.25 million of Purchase Price Switched from Cash to Common Stock
LAS VEGAS and VANCOUVER, BC, June 21, 2022 /PRNewswire/ – Body and Mind Inc. (CSE: BAMM) (OTCQB: BMMJ) (the “Company” or “BaM”), a multi-state US cannabis operator, is pleased to provide an update on the first amendment to the Seaside dispensary purchase agreement.
The Company, though its wholly owned subsidiary, DEP Nevada, Inc. (“DEP”), executed definitive agreements to purchase the Reef dispensary in Seaside California on November 30, 2021 and has been operating the dispensary since December 1st, 2021. DEP has executed a first amendment to such definitive agreements (the “First Amendment”) to reduce the cash purchase price of the transaction and to issue shares of common stock having the same value as the cash reduction. The details of the definitive agreements executed on November 30, 2021 are outlined in the Company’s press release on December 1, 2021 and the transaction has been amended to reduce the cash purchase price from US$2.5 million to US$1.25 million. The Company will issue US$1.25 million worth of shares of the Company’s common stock based on the 10-day VWAP on the ten (10) consecutive trading days prior to June 17, 2022 being the “Effective Date” of the First Amendment and subject to compliance with the policies of the Canadian Securities Exchange (the “CSE”). The Company also agreed to issue additional shares of common stock equal to the difference between the amount of the shares of common stock of the Company that were issued on December 3, 2021 (the “MIPA #2 Shares”) and the amount of shares of common stock that would have been issued had the 10-day VWAP for the MIPA #2 shares been calculated as of the Effective Date of the First Amendment (the “Additional MIPA #2 Shares”). Additionally, on the date that is eighteen (18) months (548 days) following the Effective Date of the First Amendment (the “Additional Share Issuance Date”), the Company will issue US$100,000 worth of shares to the sellers based on the 10-Day VWAP and subject to compliance with the policies of the CSE, calculated as of the Additional Share Issuance Date. Furthermore, the Company has agreed to issue US$300,000 worth of shares of common stock (the “Additional True-up Shares”) in advance of the working capital true-up payment outlined in the original agreement. If the actual working capital is less than $nil, then then purchase price will be reduced by such amount and the Additional True-up Shares will be forfeited and cancelled. If the actual working capital is greater than $nil and the Additional True-up Shares are sufficient to cover the difference, then all or a portion of the Additional True-up Shares will be delivered to the sellers. If the Additional True-up Shares are insufficient to cover the difference owing by DEP to the sellers, then the Additional True-up Shares will be delivered to the sellers and the Company will issue additional shares of common stock to cover any shortfall.
The combination of our recent debt extension, pausing our Michigan cultivation and reduced cash payment for the Seaside dispensary are designed to strengthen the Body and Mind balance sheet for future development.
Michael Mills, CEO of Body and Mind
We continue to focus on our cultivation, manufacturing and retail operations as we expand our brand and wholesale business and develop new strains and innovative products.
Q3 Periodic Report and Earnings Update
The Company anticipates filing its Form 10-Q for the three and nine months ended April 30, 2022 after market on June 21, 2022 with a Q3 earnings call scheduled for 5:00 p.m. Eastern on June 21, 2022.
Conference Call Details
Confirmation #: 30671046
Local: Toronto: 416-764-8659
North American Toll Free: 1-888-664-6392
Encore Replay
Encore Replay Local: (+1) 416 764 8677
Encore Replay North American Toll Free: (+1) 888 390 0541
Encore Replay Entry Code: 671046 #
Encore Replay Expiration Date: 06/28/2022
About Body and Mind Inc.
BaM is an operations focused US multi-state cannabis operator investing in high quality medical and recreational cannabis cultivation, production and retail.
BaM continues to expand operations in Nevada, California, Arkansas, Ohio and Michigan and is dedicated to increasing shareholder value by focusing time and resources on improving operational efficiencies, facility expansions, state licensing opportunities as well as mergers and acquisitions.
Our wholly owned Nevada subsidiary was awarded one of the first medical marijuana cultivation licenses and holds cultivation and production licenses. BaM products include dried flower, edibles, oils and extracts as well as GPEN Gio cartridges. BaM cannabis strains have won numerous awards including the 2019 Las Vegas Weekly Bud Bracket, Las Vegas Hempfest Cup 2016, High Times Top Ten, the NorCal Secret Cup and the Emerald Cup.
Please visit www.bodyandmind.com for more information.
