Mr. Darren Tindale reports

BODY AND MIND ANNOUNCES CLOSING OF ACQUISITION OF NEVADA MEDICAL GROUP LLC

Deploy Technologies Inc., further to its news release dated Sept. 18, 2017, has closed its previously announced acquisition, pursuant to which the company, through its wholly owned subsidiary DEP Nevada Inc., has acquired of all of the issued and outstanding membership units of Nevada Medical Group LLC (NMG), from the members of NMG. 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 have been released to the company from escrow. Immediately prior to closing of the acquisition, the company completed a consolidation on the basis of three preconsolidation common shares to one postconsolidation 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 Sept. 18, 2017.

Conversion of subscription receipts

The closing included the completion of an equity financing to raise minimum gross proceeds of $4-million (U.S.) as previously disclosed by the company. The company issued 27,306,496 subscription receipts at a price of 22 Canadian cents per subscription receipt for aggregate gross proceeds of $6,007,429.89 (Canadian).

On completion of the acquisition, the subscription receipts were automatically exercised in accordance with their terms, and were exchanged for one unit of the company. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share for an exercise price of 90 cents 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 Aug. 15, 2017, Aug. 16, 2017, and Oct. 31, 2017.

Completion of acquisition

Pursuant to a share exchange agreement dated Sept. 14, 2017, amongst the company, DEP Nevada, NMG and the NMG members, the company acquired all of the issued and outstanding membership units of NMG through DEP Nevada. In consideration for the units, the company issued to the NMG members an aggregate of 16 million common shares at a deemed value of 66 Canadian cents per common share as well as $2,084,000 (U.S.) pro rata amongst the NMG members.

The company also issued 2,037,879 common shares to TI Nevada, LLC, 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 $225,000 (U.S.) 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.

Mr. Clough has replaced Mr. Shim, former chief executive officer of Body and Mind, as CEO.

Escrowed securities

The 5,957,879 common shares held indirectly by Mr. Hasman and the 3.92 million common shares held indirectly by Mr. Hooks are subject to a mandatory escrow agreement pursuant to the policies of the Canadian Stock Exchange. All remaining common shares issued to the NMG members, TI Nevada, LLC and Mr. Fox pursuant to the share exchange agreement, exclusive of such common shares subject to mandatory escrow, are also subject to a voluntary pooling agreement.

We seek Safe Harbor.