Mr. Brent Reuter of Australis reports
EARLY WARNING NEWS RELEASE OF AUSTRALIS CAPITAL INC.
Australis Capital Inc. has disposed of 5,877,500 common shares of Body and Mind Inc.
Transfer of shares to Rapidcash ATM Ltd.
On Dec. 24, 2019, Australis disposed of five million common shares pursuant to a vendor agreement dated Dec. 14, 2019, between Australis and Rapidcash. The Rapidcash shares formed part of the consideration payable for the purchase of self-service kiosks for the global cannabis dispensary market.
The Rapidcash shares were transferred by Australis in consideration for the kiosks at a deemed price of 55.0 cents per Rapidcash share for total consideration of $2.75-million.
Sale of shares
Through transactions dated Feb. 25, 2020, March 3, 2020, March 10, 2020, March 17, 2020, March 24, 2020, March 31, 2020, and April 1, 2020, Australis disposed an aggregate of 877,500 common shares for aggregate consideration of $272,294.09 at an average price of 31 cents per common share.
Prior to the disposition, Australis held 24,873,628 common shares and unsecured convertible debentures of the issuer in the principal amount of $1.6-million convertible into 2,909,091 common shares at a price of 55 cents per common share. Assuming conversion of all debentures, Australis held approximately 26.6 per cent of the issued and outstanding common shares on a partially diluted basis and approximately 24.5 per cent of the issued and outstanding common shares on a undiluted basis.
After the disposition, Australis holds 18,996,128 common shares and debentures in the principal amount of $1.6-million. Assuming conversion of all debentures, Australis holds approximately 20.9 per cent of the issued and outstanding common shares on a partially diluted basis and approximately 18.7 per cent of the issued and outstanding common shares on a undiluted basis.
Pursuant to a conversion agreement dated July 1, 2019, Australis agreed to convert the debentures into 2,909,091 common shares on July 1, 2020.
Australis acquired the common shares and debentures for investment purposes. In pursuing such purposes, Australis takes a long-term view of its investment. It reserves the right to formulate other plans or make other proposals and take such actions with respect to its investment in the company. Depending on market conditions and other factors, Australis may acquire additional securities of the company as Australis may deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Australis continues to evaluate numerous potential transactions and, in connection therewith, may exchange common shares for other assets or may sell common shares to increase its cash position. Australis may also reconsider and change its plans or proposals relating to the foregoing.
This press release is issued pursuant to early warning requirements of National Instrument 62-104 and National Instrument 62-103, which also require a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters. A copy of the early warning report will be available under the company's SEDAR profile and may be obtained by contacting Brent Reuter, senior vice-president, investor relations and strategy, of Australis, at 705-538-8400 or email@example.com.
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