Body and Mind closes US $ 11.1 million debt financing
Funding to accelerate the development of licenses and acquisitions
VANCOUVER, BC, July 20, 2021 / CNW / – Body and Mind Inc. (CSE: BAMM) (OTCQB: BMMJ) (the “Company” or “BaM“), a multi-state operator, is pleased to announce that it has closed a US $ 11.1 million debt financing (the “Ready“) with entities related to FocusGrowth Asset Management, LP (collectively,”FGAM“).
Under the terms of the Loan, the Company may immediately draw down the initial term loan from 6.67 million US dollars whose $ 6 million in funds is advanced to the Company and the Company may draw on the deferred drawing term loan of 4.44 million US dollars prior to December 31, 2021 whose $ 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 thereafter. There are fees, financial covenants and prepayment charges associated with the loan as well as a guarantee contract and other related contracts. Under the terms of the Loan, the Company issued a total of 8,000,000 common share purchase warrants (each, a “To guarantee“) to FGAM, of which 4,800,000 Warrants will give their holder the right to acquire ordinary shares (each, a”Warrant share“) at an exercise price of $ 0.40 per Warrant Share 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 drawing term loan, or canceled if the Company does not draw on the deferred drawing term loan, which will allow the holder to acquire a warrant share at an exercise price of $ 0.45 per Share of Warrants up to July 19, 2025. The important conditions 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.
The proceeds of the loan will be used to (a) fund capital expenditures for existing and future projects, and (b) provide the necessary capital to help fund the growing portfolio of opportunities for future growth of the Company.
“Over the past few quarters, we have demonstrated significant growth in our revenue, EBITDA and asset base – including record financial results in our last reported quarter – by focusing on operations and opportunities in the rapidly growing US cannabis sector, “said Michael mills, CEO of Body and Mind. “This funding allows the company to advance its growth initiatives and increase its revenues through development projects, acquisitions, brand expansion and license applications. We look forward to working with the FocusGrowth team who have significant industry experience and extensive knowledge of the cannabis field.
“These funds are perfectly synchronized to advance our capital held at 100% California manufacturing plant that received local approval last June, ”said Trip Hoffmann, COO of Body and Mind. “Our growing pipeline of opportunities remains strong, and this funding will help us grow in the jurisdictions where we currently operate as well as pursue strategic expansion opportunities strategies 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 generate value creation for all stakeholders,” said Jean Lykouretzos, CEO of FGAM.
The term note in the amount of 6.67 million US dollars issued by the Company under the Loan (the “To note“) as well as 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, persons in the United States in the absence of registration or an applicable exemption from registration requirements under the US Securities Act and applicable state securities laws . This press release does not constitute an offer to sell securities or a solicitation of offers to purchase securities and there will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be illegal. United States“and” US person “are as defined in Regulation S under the US Securities Act.
The note and warrants issued under the loan are “restricted securities” within the meaning of Rule 144 (a) (3) of the US Securities Act and contain the appropriate restrictive captions required by the US Securities Act. In addition, the note and warrants are subject to a hold period. Canada four months and one day after the closing date in accordance with applicable Canadian securities laws, which will expire on 20 November 2021.
About Corps et Esprit Inc.
BaM is an operations-driven, multi-state operator investing in the cultivation, production and retailing 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, Las Vegas Hempfest Cup 2016, 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 time and resources on improving operational efficiency, facility expansion, state licensing opportunities, and mergers and acquisitions.
Please visit www.bodyandmind.com for more information.
FocusGrowth Asset Management, LP and FocusGrowth Capital Partners LP
FGAM was formed to bring in-depth industry, domain and capital solutions expertise to solve the complex financial, legal, regulatory and operational issues of the cannabis industry. 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 on FGAM and the Fund is available at https://www.focusgrowth.com/.
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 Declaration
With the exception of the statements of historical fact contained in this document, the information presented 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 which are based on forecasts of future results, estimates of amounts not yet determinable and management’s assumptions. Any other statement expressing or involving discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions or future events or performance (often, but not always, using words or phrases such as that “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “foresees,” believes “or” intends “, or stating that certain actions, events or results “could”, “could”, “would”, “could” or “will” be taken, occur or be carried out) are not statements of historical fact and should be considered as “forward-looking statements “. 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 the future results, performance or achievements expressed or implied by such forward-looking statements. These risks and other factors include, but are not limited to, actual results of operations, changes in the underlying assumptions associated with the estimate of operations, the availability of capital to fund the programs and the resulting dilution caused by the lifting. of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify material factors which could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actual results to differ. 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. Therefore, readers should not place undue reliance on any forward-looking statements contained in this press release and in any documents 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 which 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 which may cause actual results to differ materially and which could have an impact on the Company and the statements contained in this press release can be found in the documents filed by the Company 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 does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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SOURCE Body and Spirit Inc.