Body and Mind Inc. (CSE: BAMM, US OTC: BMMJ) (the
“Company”
or “BaM”) and Australis Capital Inc. (CSE: AUSA)
(“
Australis”) announced today that they have
entered into a strategic investment agreement (the
“
Investment Agreement”). Pursuant to the terms of
the Investment Agreement, Australis will acquire (i) 16,000,000
units (the “
Units”) of BaM, each comprised of one
common share (a “
Common Share”) and one common
share purchase warrant (a “
Warrant”) of the
Company, at a purchase price of $0.40 per Unit for gross proceeds
of $6,400,000, and (ii) $1,600,000 principal amount 8% unsecured
convertible debentures (the “
Debentures”) of the
Company maturing two years following the date of issue
(collectively, the “
Financing”).
Each Warrant is exercisable to acquire one
Common Share of the Company at an exercise price of $0.50 per share
for a period of two years, subject to adjustment and acceleration
in certain circumstances. If the closing price of the Common Shares
on the Canadian Securities Exchange (the “CSE”)
(or such other stock exchange on which the Common Shares are
then listed) is equal to or greater than $1.20 for 30 consecutive
trading days, BaM may accelerate the expiration date of the
Warrants on 30 days’ notice to Australis.
The Debentures will bear interest from the date
of issuance (the “Issue Date”) at a rate of 8% per
annum, calculated and payable semi-annually, in arrears. Repayment
of the then outstanding principal amount of the Debentures,
together with any accrued and unpaid interest thereon, is to be
made on or prior to 5:00 p.m. (Vancouver time) on the date that is
two years from the Issue Date (the “Maturity
Date”). The Debentures are convertible at the option of
Australis into Common Shares at a conversion price equal to $0.55
per Common Share up to the Maturity Date, subject to adjustment and
acceleration in certain circumstances. If, at any time after the
Issue Date and prior to the Maturity Date, the closing price of the
Common Shares on the CSE (or such other stock exchange on which the
Common Shares are then listed) is equal to or greater than $1.65
for 20 consecutive trading days, BaM may force the conversion of
the then outstanding principal amount of the Debentures (and any
accrued and unpaid interest thereon) at the then applicable
conversion price on not less than 10 business days’ notice to
Australis.
Assuming that any share purchase warrants and/or
stock options outstanding prior to the Financing do not get
exercised, upon closing of the Financing, Australis will hold
approximately 25% of the currently issued and outstanding Common
Shares of BaM. Further, using the same assumptions as above
and assuming the exercise of the Warrants and the conversion of the
Debentures, Australis would hold approximately 35,142,000 Common
Shares of the Company, representing approximately 42% of the issued
and outstanding Common Shares of BaM. The Units and
Debentures are being acquired for investment purposes and Australis
may increase or decrease its position as future circumstances may
dictate and subject to applicable securities laws.
Under the terms of the Investment Agreement, the
parties have agreed to negotiate in good faith a license agreement
pursuant to which BaM will grant Australis an exclusive and
assignable license to use the BaM brand outside of the United
States of America on commercially reasonable terms.
In addition, BaM will enter into a commercial
advisory agreement with Australis Capital (Nevada) Inc.
(“Australis Nevada”), a wholly-owned subsidiary of
Australis, pursuant to which Australis Nevada will provide advisory
and consulting services to BaM for a term ending on the date that
is the earlier of: (i) five years following the closing of the
transactions contemplated by the Investment Agreement, and (ii) the
date Australis no longer holds 10% or more of the issued and
outstanding Common Shares. Subject to certain exceptions, Australis
will be entitled to maintain its’ pro rata interest in BaM until
such time as it no longer holds 10% or more of the issued and
outstanding Common Shares.
Subject to applicable laws and the rules of the
CSE, for as long as Australis owns at least 10% of the issued and
outstanding Common Shares, Australis will be entitled to nominate
one director for election to the Board of Directors of the Company
(the “Board”). If Australis exercises all of the
Warrants and converts all of the Debentures purchased in the
Financing, Australis will be entitled to nominate a second director
for election to the Board.
The Company intends to use the proceeds of the
Financing (i) to repay all but USD $1,000,000 of the promissory
notes issued in connection with the Company’s acquisition of Nevada
Medical Group LLC. The promissory note holders have agreed to
extend the due date of the USD $1,000,000 to February 14, 2020 (ii)
for strategic acquisitions and/or investment opportunities within
the State of Ohio, (iii) for development, build out and equipment
purchases for the NMG Ohio dispensary and/or production facility,
(iv) to pay advisory fees payable to the Company’s financial
advisor, and (v) for working capital purposes.
Commenting on the Financing, Leonard Clough, the
CEO of BaM, stated “we are delighted to partner with Australis, the
premier influencer in the sector, in what is
a transformational endorsement for BaM. Not only does this
relationship provide capital for on-going initiatives, it
provides resources for assessing and executing on additional
opportunities, operational expertise and a global platform to
showcase our quality brands beyond Nevada and Ohio".
Scott Dowty, CEO of Australis, added “we
are solely focused on leveraging our resources and penetrating
markets aligned with our growth vectors. BaM checks all the boxes
with preeminent brands, first rate domain experience, ideal
market positioning and a superb culture. Together with our
strategic partners and expansive eco-system, BaM’s vertically
integrated, multi-state operations will super charge our
move into key geographic regions in the United States. We
are fully committed to supporting BaM's growth objectives
and creating value for our collective shareholders.”
Canaccord Genuity Corp. acted as financial
advisor to BaM in connection with the Financing.
The Financing is scheduled to close on or about
November 2, 2018 and remains subject to customary closing
conditions and regulatory approvals, including approval of the CSE.
There can be no assurance that the Financing will be completed as
proposed or at all.
For further information, please
contact:
Michael Mills 778-389-0007mmills@bamcannabis.com
About BaM
BaM is a publicly traded company investing in
high quality medical and recreational cannabis cultivation and
production and retail. Our wholly-owned Nevada subsidiary was
awarded one of the first medical marijuana cultivation licences and
holds cultivation and production licenses. BaM products include
dried flower, edibles, topicals, extracts as well as GPEN Gio
cartridges. BaM marijuana strains have won numerous awards
including the Las Vegas Hempfest Cup 2016, High Times Top Ten, the
NorCal Secret Cup and the Emerald Cup.
BaM continues to expand operations in Nevada and
Ohio and is constantly reviewing accretive expansion
opportunities.
About Australis Capital
Inc.
Australis Capital identifies and invests in the
cannabis industry predominately in the United States, a highly
regulated, fragmented, rapidly expanding and evolving industry.
Investments may include and are not limited to equity, debt or
other securities of both public and private companies, financings
in exchange for royalties or other distribution streams, and
control stake acquisitions. Australis Capital adheres
to stringent investment criteria and will
focus on significant near and mid-term high-quality
opportunities with strong return potentials while
maintaining a steadfast commitment to governance and
community. Australis Capital’s Board, Management and Advisory
Committee members have material experience with, and knowledge of,
the cannabis space in the U.S., extensive backgrounds in highly
regulated industries, adherence to stringent regulatory compliance,
public company and operational expertise.
Safe Harbor Statement
Except for the statements of historical fact
contained herein, the information presented in this news release
constitutes “forward-looking statements” as such term is used in
applicable United States and Canadian laws. These statements relate
to analyses and other information that are based on forecasts of
future results, estimates of amounts not yet determinable and
assumptions of management. Any other statements that express or
involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, 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 stating that certain actions, events or results
“may”, “could”, “would”, “might” or “will” be taken, occur or be
achieved) are not statements of historical fact and should be
viewed as “forward-looking statements”. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which 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
such forward-looking statements. Such risks and other factors
include, among others, the actual results of activities,
variations in the underlying assumptions associated with the
estimation of activities, the availability of capital to fund
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
forward-looking statements, there may be other factors that cause
actions, events or results not to be as 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 forward-looking
statements contained in this news release and in any document
referred to in this news release.
Certain matters discussed in this news 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 such
forward-looking statements are based upon reasonable assumptions,
it can give no assurance 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 may
cause actual results to differ materially and that could impact the
Company and the statements contained in this news release can be
found in the Company’s filings with the Securities and Exchange
Commission. The Company assumes no obligation to update or
supplement any forward-looking statements whether as a result of
new information, future events or otherwise. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy securities.
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