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Body and Mind Inc
Symbol BAMM
Shares Issued 101,698,593
Close 2020-10-22 C$ 0.345
Recent Sedar Documents

Body and Mind's Nevada Medical receives complaint

2020-10-22 20:33 ET - News Release

Mr. Michael Mills reports


Body and Mind Inc. has closed the acquisition of the remaining 70-per-cent interest in NMG Ohio LLC, which included the transfer of a dispensary licence for the Clubhouse dispensary in Elyria, Ohio, to its wholly owned subsidiary, NMG OH 1 LLC, as well as ownership of a provisional production licence. As a result of the closing of this acquisition, the company now indirectly owns 100 per cent of NMG Ohio.

Body and Mind's real estate and development team was instrumental in winning the Ohio licences, as well as design and construction of the Clubhouse dispensary. The company has been managing the dispensary since opening in February, 2019, and is excited to complete the transaction for 100-per-cent ownership based on transfer of the dispensary licence.

"Our team is focused on providing knowledgeable information to our patients in the expanding Ohio market, and we look forward to completing the transition to a Body and Mind-branded location," stated Michael Mills, chief executive officer of Body and Mind.

Nevada Medical Group LLC, a wholly owned subsidiary of the company, which previously held a 30-per-cent interest in NMG Ohio, has now acquired 100-per-cent ownership of NMG Ohio for consideration of $3.15-million (U.S.), which was composed of 50 per cent in cash and 50 per cent in shares of common stock of the company as follows.

Cash payments:

  1. An amount of $1,181,250 (U.S.) was paid on the execution of the membership interest purchase agreement and the related distribution agreement on Jan. 31, 2019 (the effective date).
  2. An amount of $393,750 (U.S.) has been paid pursuant to the definitive agreement on closing.

Common share issuances:

  1. A total of 2,380,398 common shares at a deemed price of 66 cents per share were issued pursuant to the definitive agreement on the effective date.
  2. A total of 793,466 common shares at a deemed price of 66 cents per share were issued on Oct. 21, 2020.

The company has become aware of a complaint for disciplinary action by the Cannabis Compliance Board (the CCB) with respect to Nevada Medical Group LLC (NMG), the company's Nevada operating subsidiary. The complaint alleges that certain employees were on site without valid agent cards and, additionally, Nevada Medical Group failed to maintain security measures, restricting access to the establishment building. The disciplinary action sought includes fines, as well as a licence termination. Nevada Medical Group will continue to operate without interruption while fully co-operating with the investigation. NMG will contest or resolve the complaint through the prescribed legal process mandated by the CCB. NMG appreciates the CCB's determination to make Nevada's nascent cannabis industry the gold standard for the country. It is imperative for businesses and regulators to be committed to the integrity of the regulated marketplace.

About Body and Mind Inc.

Body and Mind is a debt-free publicly traded company investing in high-quality medical and recreational cannabis cultivation, production and retail. Its wholly owned Nevada subsidiary was awarded one of the first medical marijuana cultivation licences and holds cultivation and production licences. Body and Mind products include dried flower, edibles, oils and extracts, as well as Gpen Gio cartridges. Body and Mind cannabis strains have won numerous awards, including the 2019 Las Vegas weekly bud bracket, Las Vegas Hempfest Cup 2016, High Times top ten, the NorCal Secret Cup and the Emerald Cup.

Body and Mind continues to expand operations in Nevada, California, Arkansas and Ohio, and is dedicated to increasing shareholder value by focusing resources on improving operational efficiencies, facility expansions and state licensing opportunities, as well as mergers and acquisitions.

We seek Safe Harbor.

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