Mr. Brent Reuter of Australis reports
EARLY WARNING NEWS RELEASE OF AUSTRALIS CAPITAL INC.
Australis Capital Inc. has acquired a total of 2,909,091 common shares of Body and Mind Inc. pursuant to the conversion of unsecured debentures of Body and Mind in the principal amount of $1.6-million at a price of 55 cents per common share.
Conversion of debentures
Pursuant to a conversion agreement dated July 1, 2019, among Australis and Body and Mind, Australis converted the debentures into 2,909,091 common shares on July 1, 2020. The debentures were acquired in a private placement on Nov. 5, 2018. In consideration for its agreement to convert the debentures, Body and Mind paid to Australis $148,339.72 as an advanced payment of interest payable under the debentures for the period beginning Nov. 2, 2018, and ending July 1, 2020.
Australis converted the debentures into the 2,909,091 common shares a price of 55 cents per common share. The common shares were issued to Australis in payment of the principal amount of the debentures of $1.6-million.
Prior to the acquisition, Australis held 16,377,554 common shares and the debentures of Body and Mind 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 18.0 per cent of the issued and outstanding common shares on a partially diluted basis and approximately 15.7 per cent of the issued and outstanding common shares on a undiluted basis.
After the acquisition, Australis holds 19,286,645 common shares and approximately 18.0 per cent of the issued and outstanding common shares on an undiluted basis.
Australis acquired the common shares 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 Body and Mind. Depending on market conditions and other factors, Australis may acquire additional securities of Body and Mind 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 (the early warning report). A copy of the early warning report will be available under Body and Mind's SEDAR profile and may be obtained by contacting Brent Reuter, senior vice-president of investor relations and strategy at Australis, at 705-538-8400 or by e-mail.
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