Body and Mind completes NMG sale to Fox Farms; enters $587K secured note with SGC

BODY & MIND INC.

DEP subsidiary sold NMG membership interests to Fox Farms; Fox paid $200K cash and issued $200K promissory note, contingent on tax dispute resolution.
SGC advanced $587K to DEP as part of NMG Long Beach sale; secured by 80% of NMG LB membership interests and other assets.
Promissory note to SGC bears 5% interest, balloon payment due Oct 29, 2025.
Letter Agreement delays Fox Farms note effectiveness until Nevada tax audit dispute (2019-2021) is resolved.
Company cannot determine if NMG disposition exceeds 20% significance due to contingent consideration.

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