Blog: BODY & MIND INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

On June 21, 2022, Body and Mind Inc. (the “Company” or “BaM”) issued a news
release to provide an update on the first amendment to the Seaside dispensary
purchase agreement.

The Company, though its wholly owned subsidiary, DEP Nevada, Inc. (“DEP”),
executed definitive agreements to purchase the Reef dispensary in Seaside
California on November 30, 2021 and has been operating the dispensary since
December 1st, 2021. DEP has executed a first amendment to such definitive
agreements (the “First Amendment”) to reduce the cash purchase price of the
transaction and to issue shares of common stock having the same value as the
cash reduction. The details of the definitive agreements executed on November
30, 2021 are outlined in the Company’s press release on December 1, 2021 and the
transaction has been amended to reduce the cash purchase price from US$2.5
million to US$1.25 million. The Company will issue US$1.25 million worth of
shares of the Company’s common stock based on the 10-day VWAP on the ten (10)
consecutive trading days prior to June 17, 2022 being the “Effective Date” of
the First Amendment and subject to compliance with the policies of the Canadian
Securities Exchange (the “CSE”). The Company also agreed to issue additional
shares of common stock equal to the difference between the amount of the shares
of common stock of the Company that were issued on December 3, 2021 (the “MIPA
#2 Shares”) and the amount of shares of common stock that would have been issued
had the 10-day VWAP for the MIPA #2 shares been calculated as of the Effective
Date of the First Amendment (the “Additional MIPA #2 Shares”). Additionally, on
the date that is eighteen (18) months (548 days) following the Effective Date of
the First Amendment (the “Additional Share Issuance Date”), the Company will
issue US$100,000 worth of shares to the sellers based on the 10-Day VWAP and
subject to compliance with the policies of the CSE, calculated as of the
Additional Share Issuance Date. Furthermore, the Company has agreed to issue
US$300,000 worth of shares of common stock (the “Additional True-up Shares”) in
advance of the working capital true-up payment outlined in the original
agreement. If the actual working capital is less than $nil, then the purchase
price will be reduced by such amount and the Additional True-up Shares will be
forfeited and cancelled. If the actual working capital is greater than $nil and
the Additional True-up Shares are sufficient to cover the difference, then all
or a portion of the Additional True-up Shares will be delivered to the sellers.
If the Additional True-up Shares are insufficient to cover the difference owing
by DEP to the sellers, then the Additional True-up Shares will be delivered to
the sellers and the Company will issue additional shares of common stock to
cover any shortfall.

“The combination of our recent debt extension, pausing our Michigan cultivation
and reduced cash payment for the Seaside dispensary are designed to strengthen
the Body and Mind balance sheet for future development,” stated Michael Mills,
CEO of Body and Mind. “We continue to focus on our cultivation, manufacturing
and retail operations as we expand our brand and wholesale business and develop
new strains and innovative products.”




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Q3 Periodic Report and Earnings Update

The Company anticipates filing its Form 10-Q for the three and nine months ended
April 30, 2022 after market on June 21, 2022 with a Q3 earnings call scheduled
for 5:00 p.m. Eastern on June 21, 2022.



Conference Call Details



Confirmation #: 30671046


Local: Toronto: 416-764-8659

North American Toll Free: 1-888-664-6392



Encore Replay


Encore Replay Local: (+1) 416 764 8677

Encore Replay North American Toll Free: (+1) 888 390 0541

Encore Replay Entry Code: 671046 #

Encore Replay Expiration Date: 06/28/2022

A copy of the news release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit    Description
  99.1       News Release dated June 21, 2022.
  104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
           within the inline XBRL document)





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