BODY & MIND INC.: M&A transaction — Body and Mind obtains limited loan default waiver; completes $3M convertible debenture financing

BODY & MIND INC.

Loan parties failed to deliver audited FY2022 annual and Q1 FY2023 quarterly financials; granted limited waiver with deadlines extended to Jan 17 and Jan 27, 2023.
Issued $3M unsecured 5-year convertible debentures at 8% interest, convertible at $0.10/share; also warrants for 15M shares at $0.10.
Existing lender FG Agency Lending consented to merger with CraftedPlants NJ Corp and to the convertible financing; new debt subordinated to existing loan.
Loan amended to include $35k waiver fee, $10k monthly fee from Jan 2023, restrictions on consulting payments to Bengal Impact Partners, and delisting as event of default.
Company required to receive at least $3M cash proceeds from SPAs; proceeds used for business development and merger.

item 1.01 item 2.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BODY & MIND INC. completed an acquisition involving CraftedPlants NJ Corp. for 16,666,667 shares of common stock at a deemed price of CAD$0.08 per share and paid an aggregate of US$50,000 (closed 2022-12-21).

Action: acquisition
Counterparty: CraftedPlants NJ Corp.
Consideration: 16,666,667 shares of common stock at a deemed price of CAD$0.08 per share and paid an aggregate of US$50,000
Closing: 2022-12-21

Exact text from the filing

of CraftedPlants NJ Corp., which is now named, BaM Body and Mind Dispensary NJ, Inc. Pursuant to the closing of the Merger Agreement, the Company issued an aggregate of 16,666,667 shares of common stock to the Sellers at a deemed price of CAD$0.08 per share and paid an aggregate of US$50,000 to the Sellers, with a second delayed payment of US$120,000 to be

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BODY & MIND INC. amended Limited Waiver and Amendment to Loan Agreement with FG Agency Lending, LLC and Bomind Holdings LLC valued at Waived specified defaults and amended financial reporting deadlines (effective 2022-12-12).

Action: amendment
Agreement: credit facility
Counterparty: FG Agency Lending, LLC and Bomind Holdings LLC
Value: Waived specified defaults and amended financial reporting deadlines
Effective: 2022-12-12

Exact text from the filing

On December 12, 2022, the Company, the Guarantors (collectively, the “ Loan Parties ”) the Agent and the Lender entered into a Limited Waiver and Amendment to Loan Agreement (the “ Limited Waiver and Amendment to Loan Agreement ”) to deal with certain events of default that occurred under the Loan Agreement, as amended, with respect to (i) the Company’s failure to deliver to Agent the audited annual financial statements of the Company and its subsidiaries for the fiscal year ended July 31, 2022, on or before ninety (90) days after the end of such fiscal year in accordance with Section 7.2(c) of the Loan Agreement (the “ First Specified Default ”) and (ii) the Agent being informed that the Company anticipates that it will fail to deliver the quarterly financial statements of the Company and its subsidiaries for the fiscal quarter ending October 31, 2022, in form and substance acceptable to Agent, on or before forty-five (45) days after the end of such fiscal quarter, in accordance with

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Source: SEC EDGAR

accession 0001640334-22-002710

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