NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
VANCOUVER, British Columbia, Nov. 22, 2017 (GLOBE NEWSWIRE) -- Body and Mind, Inc. (“Body and Mind” or the “Company”) is pleased to announce that it intends to complete a non-brokered private placement of up to 637,273 units (the “Units”) at a price of CDN $0.66 per Unit for aggregate gross proceeds of up to CDN $420,600 (the “Offering”). The net proceeds of the Offering will be used for general working capital of the Company.
Each Unit will consist of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle 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 Company may pay finders’ fees on the Offering within the amount permitted by the policies of the Exchange to eligible finders. Closing of the Offering is subject to a number of conditions including receipt of all necessary corporate and regulatory approvals, including the Exchange.
All of the securities issuable in connection with the offering will be subject to a statutory hold periods under applicable Canadian and United States securities laws for a minimum hold period of four month and one day after the date of issuance in accordance with applicable securities legislation. The securities will also be subject to a mandatory hold period of six months and one day after the date of issuance.
The Company intends to complete a portion of the Offering pursuant to Multilateral CSA Notice 45-318 Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318”) and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions (collectively with CSA 45-318, the “Investment Dealer Exemption”). In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Company will also accept subscriptions for Units where other prospectus exemptions are available.
In accordance with the Investment Dealer exemption, the Company advises that, as at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed.
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: stonerockltd@gmail.com |
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.
