Carlotti of Australis reports
EARLY WARNING NEWS RELEASE OF AUSTRALIS CAPITAL INC.
Australis Capital Inc. has agreed to convert unsecured
convertible debentures of Body and Mind Inc. in the principal amount of
$1.6-million at a price of 55 cents per common share on July 1, 2020, to acquire
2,909,091 common shares of the company. The debentures were
acquired in a private placement on Nov. 5, 2018.
Pursuant to a conversion agreement dated July 1, 2019, among Australis and the company, Australis will acquire the common shares
pursuant to the conversion of the debentures on July 1, 2020. In consideration for its agreement
to convert the debentures, the company 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
Prior to the acquisition, Australis holds 34,873,628 common shares of the company, and
debentures in the principal amount of $1.6-million, convertible into common shares of the company
at 55 cents per common share, which on a partially diluted basis is equal to approximately 37.71 per cent
of the issued and outstanding common shares of the company and approximately 35.85 per cent of the
issued and outstanding common shares of the company on an undiluted basis.
After the acquisition, Australis will hold 37,782,719 common shares of the company and no
additional securities of the company convertible into common shares of the company, resulting
in Australis holding 37.71 per cent of the issued and outstanding common shares of the company based
on the number of common shares of the company outstanding as of today's date.
The common shares will be issued by the company at the deemed value of 55 cents per common
share for the total consideration of $1.6-million. The common shares will be issued as payment
for the principal amount owing under the debentures.
Australis agreed to acquire 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 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 may dispose of some or all of such
securities. 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 requires 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 Michael
Carlotti, chief financial officer of Australis, at 800-898-0648 or firstname.lastname@example.org.
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