Body and Mind Inc. (CSE: BAMM, OTCQB: BMMJ) (the “Company” or“BaM”), a multi-state operator focused on limited license markets, is pleased to report the closing of the acquisition of the remaining 70% interest in NMG Ohio LLC (“NMG Ohio”). The transaction included the transfer of a dispensary license for the Clubhouse Dispensary in Elyria, Ohio to our wholly owned subsidiary, NMG OH 1, LLC, which became effective on September 4, 2020. The transaction also included the final award of a production license which has now been transferred to our wholly owned subsidiary, NMG OH P1 LLC. As a result of the closing of this acquisition, the Company now indirectly owns 100% of NMG Ohio.
BaM’s real estate and development team were instrumental in developing the Ohio dispensary and production licenses as the State of Ohio opened for medical cannabis. The Ohio market has experienced significant growth since inception and the Ohio Ballot Board recently approved the language of a ballot initiative effort to legalize cannabis for Ohio adults aged 21 or older as well as possession and home grow language. The Clubhouse dispensary was one of the early dispensaries to open after Ohio commenced sales of medical cannabis and has recently transitioned to a Body and Mind branded dispensary. The new processing facility is located next to the Body and Mind dispensary and has been designed to produce popular Body and Mind concentrates using hydrocarbon extraction as well as edibles and oils. “Our team has years of experience with hydrocarbon extraction products in other markets and we look forward to bringing our award-winning concentrates to the growing Ohio market,” stated Michael Mills, CEO of Body and Mind.
Nevada Medical Group LLC (“NMG Nevada”), a wholly owned subsidiary of the Company, which previously held a 30% interest in NMG Ohio, has now acquired 100% ownership of NMG Ohio (the “Transaction”) for consideration of USD$3,150,000 (the “Consideration”), which was comprised of 50% in cash and 50% in shares of common stock (“Common Shares”) of the Company as follows:
CASH PAYMENTS
- USD$1,181,250 was paid on the execution of the Membership Interest Purchase Agreement and the related Distribution Agreement (collectively, the “Definitive Agreement”) on January 31, 2019 (“Effective Date”); and
- USD$393,750 has been paid pursuant to the Definitive Agreement on October 21, 2020.
COMMON SHARE ISSUANCES
- 2,380,398 Common Shares at a deemed price of CAD$0.66 per share were issued pursuant to the Definitive Agreement on the Effective Date; and
- 793,466 Common Shares at a deemed price of CAD$0.66 per shares were issued on October 21, 2020.
