Body and Mind Completes US$11.1 Million Debt Financing



Financing to accelerate the development of licenses and acquisitions

VANCOUVER, BC, July 20, 2021 /CNW/ – Body and Mind Inc. (CSE: BAMM) (OTCQB: BMMJ) (the “Society” Where “BAM“), a multi-state operator, is pleased to announce that it has closed a US$11.1 million debt financing (the “To lend“) with entities related to FocusGrowth Asset Management, LP (collectively, “FGAM“).

Under the terms of the loan, the Company may immediately withdraw the original term loan from US$6.67 million of which $6 million in funds is advanced to the Company and the Company may draw on the deferred draw term loan of $4.44 million prior to December 31, 2021 of which $4 million in funds will be advanced to the Company. The loan matures in four years and bears interest at the rate of 13% per annum payable on the first day of each month below. There are fees, financial covenants and prepayment charges associated with the loan as well as a collateral agreement and other related agreements. As part of the terms of the loan, the Company issued a total of 8,000,000 common stock purchase warrants (each, a “To guarantee“) to FGAM, of which 4,800,000 BSA will give right to the acquisition of ordinary shares (each, a “Warrant action“) at an exercise price of $0.40 per Warrant Shares up to July 19, 2025 and 3,200,000 Warrants will be held in escrow by the Company and delivered to FGAM at the time the Company draws on the deferred draw term loan, or canceled if the Company does not draw on the deferred draw term loan , which will allow the holder to acquire one Warrant Share at an exercise price of $0.45 per Warrant Share up to July 19, 2025. The material terms of the loan will be described in a current report on Form 8-K which will be filed by the company on or about July 23, 2021.

Proceeds from the loan will be used to (a) fund capital expenditures for existing and future projects, and (b) provide the capital needed to help fund the Company’s growing portfolio of future growth opportunities.

“Over the past quarters, we have demonstrated significant growth in revenue, EBITDA and our asset base – including record financial results in our last quarter – by focusing on operations and opportunities. in the rapidly growing U.S. cannabis space,” said Michael Mills, CEO of Body and Mind. “This funding allows the company to advance growth initiatives and increase revenues through development projects, acquisitions, brand expansion and licensing applications. We look forward to working with the team at FocusGrowth who have significant industry experience and in-depth knowledge of the cannabis field.

“These funds are timely to move our wholly owned company forward. California manufacturing facility that received local approval last June,” said Trip Hoffmann, COO of Body and Mind. “Our growing portfolio of opportunities remains strong, and this funding will help us scale in the jurisdictions where we currently operate as well as pursue strategic strategies. opportunities for expansion into new regions.

“FocusGrowth is delighted to be a financial partner of Body and Mind as the company continues to grow, expand its multi-state footprint and drive value creation for all stakeholders,” said Jean LykouretzosCEO of FGAM.

The term note in the amount of US$6.67 million issued by the Company under the Loan (the “To note“) and the Warrants issued to FGAM have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“) and may not be offered or sold in United States or to, or on behalf of or for the benefit of U.S. persons absent registration or an applicable exemption from registration requirements under U.S. securities law and state securities laws applicable. This press release does not constitute an offer to sell securities or a solicitation of offers to buy securities and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be illegal. United States” and “US Person” are as defined in Regulation S of the United States securities law.

The note and warrants issued under the loan are “restricted securities” within the meaning of Rule 144(a)(3) of the United States securities law and contain the appropriate restrictive legends, as required by US securities law. In addition, the Note and Warrants are subject to a statutory hold period Canada four months and one day following the closing date in accordance with applicable Canadian securities laws, which will expire on November 20, 2021.

About Body and Spirit Inc.

BaM is an operations-focused, multi-state operator investing in the cultivation, production, and retail of high-quality medical and recreational cannabis. Our exclusive property Nevada subsidiary obtained one of the first medical marijuana cultivation licenses and holds cultivation and production licenses. BaM products include dried flowers, 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, 2016 Las Vegas Hempfest Cup, High Times Top Ten, NorCal Secret Cup, and Emerald Cup.

BaM continues to expand its activities in Nevada, California, Arkansas and Ohio and is dedicated to increasing shareholder value by focusing its time and resources on improving operational efficiencies, expanding facilities, state licensing opportunities as well as mergers and acquisitions.

Please visit for more information.
Instagram: @bodyandmindBaM
Twitter: @bodyandmindBaM

FocusGrowth Asset Management, LP and FocusGrowth Capital Partners LP

FGAM was created to bring deep industry, domain and capital solutions expertise to solve the cannabis industry’s complex financial, legal, regulatory and operational issues. FGAM invests in all verticals of the fast-growing cannabis industry through FocusGrowth Capital Partners LP (the “Fund”). The Fund is a private equity and debt partnership investing in the legal cannabis industry, focused on supporting the growth of leading companies and management teams.

Additional information about FGAM and the Fund is available at

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Safe Harbor Statement
Except for statements of historical facts contained herein, the information set forth in this press release constitutes “forward-looking statements” as that term is used in United States and Canadian laws. These statements relate to analyzes and other information based on forecasts of future results, estimates of amounts not yet determinable and management assumptions. Any other statement that expresses or implies discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or indicating that certain actions, events or results “could”, “could”, “could”, “could” or “will” be taken, occur or be carried out) are not statements of historical fact and should be considered as “statements prospective”. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. . These risks and other factors include, but are not limited to, actual results of the business, variations in UNDE’s basic assumptions associated with estimating the business, the availability of capital to fund the programs, and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause the actions, events or results are not those anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release and any document referred to in this press release.

Certain matters discussed in this press release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, it cannot guarantee that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause actual results to differ materially and could affect the company and the statements contained in this press release can be found in the company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or supplement any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

SOURCE Body and Spirit Inc.

For more information: Investor Relations: Jonathan Paterson, +1 203 862 0492, [email protected]; Eric Balshin, +1 647 499 3746, [email protected]; Company contact: Michael Mills, CEO, tel. : 800-361-6312, [email protected]

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