NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE U.S.
Body and Mind, Inc., formerly known as Deploy Technologies, Inc.
(
“Body and Mind” or the
“Company”), is pleased to announce that further to
its news release dated September 18, 2017, it has closed its
previously announced acquisition (the
“Acquisition”), pursuant to which the Company,
through its wholly owned subsidiary DEP Nevada Inc.
(“DEP
Nevada”) has acquired of all of the issued and outstanding
membership units of Nevada Medical Group LLC
("
NMG"), from the members of NMG (the
“NMG
Members”). In connection with the closing of the
Acquisition, the net proceeds of the Company's private placement of
subscription receipts in support of the Acquisition (the
"
Offering") have been released to the Company from
escrow. Immediately prior to closing of the Acquisition, the
Company completed a consolidation (the
"
Consolidation") on the basis of three (3)
pre-Consolidation common shares to one (1) post-Consolidation
common share (each post-Consolidation common share, a
"
Common Share"), as well a name change, changing
the name of the Company from Deploy Technologies, Inc. to Body and
Mind, Inc.
For further information related to NMG, please
see the Company’s news release dated September 18, 2017.
Conversion of Subscription Receipts
The Closing included the completion of an equity
financing to raise minimum gross proceeds of US$4,000,000 (the
“Concurrent Financing”) as previously disclose by
the Company. The Company issued 27,306,496 subscription receipts
(the “Subscription Receipts”) at a price of CDN
$0.22 per Subscription Receipt for aggregate gross proceeds of CDN
$6,007,429.89.
On completion of the Acquisition, the
Subscription Receipts were automatically exercised in accordance
with their terms, and were exchanged for one unit (a
"Unit") of the Company. Each Unit consists
of one Common Share and one common share purchase warrant (a
"Warrant"). Each Warrant entitles the holder
thereof to acquire one Common Share (a "Warrant
Share") for an exercise price of $0.90 per Warrant Share
for a period of 24 months from the issuance of such Warrant.
For further information relating to the
subscription receipt financing please reference the news releases
of the Company dated August 15, 2017, August 16, 2017 and October
31, 2017.
Completion of Acquisition
Pursuant to a share exchange agreement dated
September 14, 2017 (the “Share Exchange
Agreement”) amongst the Company, DEP Nevada, NMG and the
NMG Members, the Company acquired all of the issued and outstanding
membership units of NMG (the “Units”) through DEP
Nevada. In consideration for the Units, the Company issued to the
NMG Members an aggregate of 16,000,000 Common Shares at a deemed
value of $0.66 per Common Share as well as US$2,084,000 pro rata
amongst the NMG Members.
The Company also issued 2,037,879 Common Shares
to TI Nevada, LLC (“TI Nevada”), 212,121 Common
Shares to Charles Fox, 47,000 Common Shares to Toro Pacific
Management Inc., 60,000 Common Shares to Chris Hunt, and 470,000
Common Shares to Benjamin Rutledge in connection with the
Acquisition.
In connection with the Acquisition the Company
paid the amount of US$225,000 to TI Nevada as repayment for a loan
made by TI Nevada to NMG.
Board of Directors
The board of directors of the Company on closing
of the Acquisition consists of Leonard Clough, Robert Hasman, Kevin
Hooks, Dong Shim and Chris MacLeod.
Leonard Clough has replaced former CEO of Body
and Mind Dong Shim as CEO.
Escrowed Securities
The 5,957,879 Common Shares held indirectly by
Robert Hasman and the 3,920,000 Common Shares held indirectly by
Kevin Hooks are subject to a mandatory escrow agreement pursuant to
the policies of the CSE (the “Mandatory Escrow”).
All remaining Common Shares issued to the NMG Members, TI Nevada,
LLC and Charles Fox pursuant to the Share Exchange Agreement,
exclusive of such Common Shares subject to Mandatory Escrow, are
also subject to a voluntary pooling agreement.
For further information please contact:
Darren Tindale, CFOBody and Mind, Inc.Email:
stonerockltd@gmail.com
Investors are cautioned that, except as disclosed in the
disclosure document to be prepared in connection with the
transaction, any information released or received with respect to
the Acquisition may not be accurate or complete and should not be
relied upon. Trading in securities of Deploy Technologies
Inc. should be considered highly speculative.
This news release contains forward-looking
information, which involves known and unknown risks, uncertainties
and other factors that may cause actual events to differ materially
from current expectations. Important factors – including the
availability of funds, the results of financing efforts and the
parties’ due diligence reviews, and general market conditions –
that could cause actual results to differ materially from the
Company's expectations are disclosed in the Company's documents
filed from time to time on SEDAR (see www.sedar.com). Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press
release. The company disclaims any intention or obligation,
except to the extent required by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
We seek safe harbour.
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