VANCOUVER, British Columbia, Feb. 01, 2019 (GLOBE NEWSWIRE) — Body and Mind Inc. (CSE: BAMM, US OTC PINK: BMMJ) (the “Company” or “BaM”) a multi-state operator, is pleased to announce Nevada Medical Group LLC (“NMG Nevada”), a wholly owned subsidiary of the Company, has entered into a definitive agreement (the “Definitive Agreement”) whereby NMG Nevada will acquire 100% ownership of NMG Ohio LLC (“NMG Ohio”). NMG Nevada, which previously held a 30% interest in NMG Ohio, will purchase the remaining 70% interest (the “Transaction”) for fair value consideration of USD $3,150,000 (the “Consideration”). NMG Ohio owns a dispensary in Loraine County, Elyria and a production license.
The Consideration will be settled equally in cash and in common shares in the capital of the Company (“Common Shares”) on the following basis:
- USD $1,181,250 to be paid on execution of the Definitive Agreement (“Effective Date”); and
- USD $393,750 to be paid within 10 days of closing the Transaction, to be determined pending regulatory approval.
COMMON SHARE ISSUANCES
- 2,380,398 Common Shares to be issued on the Effective Date; and
- 793,466 Common Shares to be issued within 10 days of closing the Transaction, to be determined pending regulatory approval.
The Common Shares were valued using a Bank of Canada’s January 29, 2019 USD/CAD exchange rate of 1.33 and a price of CAD $0.66 per Common Share.
Two of the Company’s directors have a financial interest in NMG Ohio. The two applicable directors will receive aggregate net proceeds of USD $461,251 and 929,488 Common Shares, 75% of which to be paid and issued on the Effective Date and 25% within 10 days of closing the Transaction to be determined pending regulatory approval. Both directors abstained from discussions and voting in respect of the Transaction.
Concurrent with the Transaction, Australis Capital Inc. (“Australis”) (CSE:AUSA) and the Company have entered into an investment agreement pursuant to which Australis purchased 1,768,545 Common Shares. Pursuant to a prior investment agreement between Australis and the Company, the Company granted Australis anti-dilution participation rights which included discount rates as permitted by the Canadian Securities Exchange. Australis purchased the 1,768,545 Common Shares at a price of CAD $0.585 per Common Share for an aggregate purchase price of USD $777,894.
The USD $777,894 investment by Australis will be used by BaM for the purchase of the 70% ownership interest of NMG Ohio and will allow Australis to maintain its 35.783% ownership interest in the Company. The financing remains subject to the approval of regulators.
Robert Hasman, director of the Company commented, “Revenue consolidation of our Ohio platform is critical to BaM’s growth and we are delighted to have executed upon this accretive transaction. We are now positioned to evaluate tie-on acquisitions in Ohio and across our multi-state footprint. We would like to thank Australis for their continued support, both financially and as advisors to the Company.”
NMG Ohio has completed construction of its dispensary, the Clubhouse, in Elyria, Ohio and is awaiting final inspections which are scheduled to occur on or around February 12, 2019.
“Our team in Ohio brings years of dispensary experience and is eager to educate medical patients in the emerging Ohio medical cannabis market,” stated Robert Hasman, director the Company. ”We are extremely pleased with the design and build out of the Clubhouse dispensary and look forward to serving our patrons upon receiving final approval. Images of the dispensary, media links and related information are available on the BaM website.”
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.