Share Dilution

Body and Mind Closes NMG Ohio Dispensary and Treatment Facility Transaction

LAS VEGAS and VANCOUVER, BC, September 17, 2021 / PRNewswire / – Body and Mind Inc. (CSE: BAMM) (OTCQB: BMMJ) (on “Society” Where “BaM”), a multi-state operator focused on limited license markets, is pleased to announce the completion of the acquisition of the remaining 70% stake in NMG Ohio LLC (“NMG OhioThe transaction included the transfer of a dispensary license for the Clubhouse Dispensary to Elyria, Ohio to our wholly owned subsidiary, NMG OH 1, LLC, which came into effect 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. Following the closing of this acquisition, the Company now indirectly owns 100% of NMG Ohio.

BaM’s real estate and development team played a decisive role in the development of the Ohio dispensary and production licenses as a Ohio State open for medical cannabis. The Ohio the market has grown significantly since its inception and the Ohio Ballot Board recently approved the language of a voting initiative effort to legalize cannabis for Ohio adults aged 21 and over as well as possession and language at home. The Clubhouse dispensary was one of the first dispensaries to open after Ohio started selling medical cannabis and recently switched 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 growth. Ohio market ”, said 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 3,150,000 USD (the “Consideration“), which consisted of 50% in cash and 50% in common stock (“Ordinary actions“) of the Company as follows:


  1. $ 1,181,250 was paid upon signing of the Membership Interest Purchase Agreement and related Distribution Agreement (collectively, the “Final Agreement”) on January 31, 2019 (“Effective date“); and
  2. $ 393,750 USD has been paid in accordance with the Final Agreement on October 21, 2020.


  1. 2,380,398 common shares at a deemed price of CAD $ 0.66 per share were issued in accordance with the definitive agreement on the effective date; and
  2. 793,466 common shares at a deemed price of CAD $ 0.66 per share were issued on October 21, 2020.

About Corps et Esprit Inc.

BaM is an operations-driven, multi-state operator investing in the cultivation, production and retailing of high quality medical and recreational cannabis. Our exclusive property Nevada subsidiary obtained one of the first medical marijuana cultivation licenses and holds cultivation and production licenses. BaM products include dried flowers, edibles, oils and extracts as well as GPEN Gio cartridges. BaM cannabis strains have won numerous awards including the 2019 Las Vegas Weekly Bud Bracket, Las Vegas Hempfest Cup 2016, High Times Top Ten, NorCal Secret Cup and Emerald Cup.

BaM continues to expand its activities in Nevada, California, Arkansas and Ohio and is dedicated to increasing shareholder value by focusing resources on improving operational efficiency, facility expansion, state licensing opportunities as well as mergers and acquisitions.

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Twitter: @bodyandmindBaM

Neither the Canadian Securities Exchange nor its market regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Safe Harbor Declaration
With the exception of the statements of historical fact contained in this document, the information presented in this press release constitutes “forward-looking statements” as that term is used in United States and Canadian laws. These statements relate to analyzes and other information which are based on forecasts of future results, estimates of amounts not yet determinable and management’s assumptions. Any other statement expressing or involving discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions or future events or performance (often, but not always, using words or phrases such as that “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “foresees,” believes “or” intends “, or stating that certain actions, events or results “could”, “could”, “would”, “could” or “will” be taken, occur or be carried out) are not statements of historical fact and should be considered as “forward-looking statements “. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. These risks and other factors include, but are not limited to, actual results of operations, changes in the underlying assumptions associated with the estimate of operations, the availability of capital to fund the programs and the resulting dilution caused by the lifting. of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify material factors which could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actions, events or results are not as expected, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Therefore, readers should not place undue reliance on any forward-looking statements contained in this press release and in any documents referred to in this press release.

Certain matters discussed in this press release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, it cannot guarantee that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties which could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. Important factors which could cause actual results to differ materially and which could have an impact on the Company and the statements contained in this press release can be found in the documents filed by the Company with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

SOURCE Body and Spirit Inc.

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