Item 7.01 Regulation FD Disclosure
On June 15, 2022, Body and Mind Inc. (the “Company” or “BaM”) issued a news
release to provide an update on the extension and amendments to its loan
agreement (the “Loan Agreement”) entered into between the Company, DEP Nevada,
Inc., a wholly owned subsidiary of the Company, the guarantors as set forth in
the Loan Agreement, FG Agency Lending LLC (the “Agent”) and Bomind Holdings LLC
(the “Lender”), dated July 19, 2021, as amended on November 30, 2021.
The Company has entered into a second amendment to the Loan Agreement
(“Amendment No. 2 to Loan Agreement”) to extend the maturity date by one year to
July 19, 2026. Additionally, Amendment No. 2 to Loan Agreement allows the
outside date for the Company to draw on the delayed draw term loan of US$4.44
million to be extended from June 1, 2022 to March 31, 2023, whereby US$4 million
in funds will be advanced to the Company. The ability of the Company to draw on
the delayed draw term loan is subject to compliance with certain provisions in
Loan Agreement including provision of a satisfactory budget approved at the sole
discretion of the Lender. The Amendment No. 2 to Loan Agreement increases the
interest rate on the advanced funds from 13% to 15% per annum, which additional
2% interest may be paid in kind, with the interest being payable on the first
day of each month. Amendment No. 2 to Loan Agreement provides for an exit fee
equal to 1.5% of the principal balance, which is due and payable upon any
payment, in part or in full, of the initial term loan and the delayed draw term
loan.
As partial consideration for Amendment No. 2 to Loan Agreement, the Company has
issued 1,000,000 common stock purchase warrants (each, a “Warrant”) to the
Lender. Each Warrant entitles the holder to acquire shares of common stock
(each, a “Warrant Share”) at an exercise price of US$0.16 per Warrant Share
until June 14, 2027.
Amendment No. 2 to Loan Agreement contains additional features and requirements
and the material terms will be described in a Current Report on Form 8-K to be
filed by the Company on or about June 17, 2022.
“The extension of our current loan facility aligns with our development program
and provides flexibility around future opportunities,” stated Michael Mills, CEO
of Body and Mind. “As we continue with our expansion plans, this opportunity to
amend the loan facility provides the Company with optionality to pursue
opportunities.”
A copy of the news release is attached as Exhibit 99.1 hereto.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
99.1 News Release dated June 15, 2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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