NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
VANCOUVER, British Columbia, Dec. 01, 2017 (GLOBE NEWSWIRE) — Body and Mind Inc. (“Body and Mind” or the “Company”) is pleased to announce that further to its news release dated November 22, 2017, it has closed a non-brokered private placement of 637,393 units (the “Units”) at a price of CDN $0.66 per Unit for aggregate gross proceeds of up to CDN $420,680 (the “Offering”). The net proceeds of the Offering will be used for general working capital of the Company.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional common share in the Capital of the Company (a “Warrant Share”) at a price of CDN $0.90 per Warrant Share for a period of 24 months from the closing of the Offering. Each Warrant is subject to acceleration provisions following the six-month anniversary of the date of closing of the Offering, if the closing trading price of the Shares on the Canadian Securities Exchange (the “Exchange”) is equal to or greater than CDN $1.20 for seven consecutive trading days, at which time the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire 21 calendar days after the date of such press release.
The Offering was completed on a non-brokered basis and no finder’s fees were paid. All securities issued pursuant to the Offering are subject to a statutory hold period under applicable Canadian and United States securities laws for a minimum hold period of four months and one day after the date of issuance in accordance with applicable securities legislation. The securities are also subject to a mandatory hold period of six months and one day after the date of issuance.
The securities referenced herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registrations or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information please contact:
Darren Tindale, CFO
| Body and Mind, Inc. Email: [email protected] |
Completion of the proposed offering is subject to a number of conditions, including receipt of appropriate regulatory approvals. The offering cannot close until all such conditions are satisfied. There can be no assurance that the offering will be completed as proposed or at all.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors – including the availability of funds, the results of financing efforts and the parties’ due diligence reviews, and general market conditions – that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
We seek safe harbour.