BODY & MIND INC. : Regulation FD Disclosure, Financial Statements and Supporting Documents (Form 8-K)

Section 7.01 Disclosure of FD Regulations

On June 15, 2022, body and mind inc. (the “Company” or “BaM”) has issued a press release to provide an update on the extension and amendments of its loan agreement (the “Loan Agreement”) entered into between the Company, DEP Nevada, Inc.a wholly-owned subsidiary of the Company, the guarantors as set out in the Loan Agreement, FG Agency Lending LLC (the “Agent”) and Bomind Holdings LLC
(the “Lender”), dated July 19, 2021as amended on November 30, 2021.

The Company entered into a second amendment to the Loan Agreement (“Amendment No. 2 to the Loan Agreement”) to extend the maturity date by one year until
July 19, 2026. In addition, rider no. 2 to the loan agreement allows the company to impose a deadline on the deferred draw term loan of $4.44 million be extended by June 1, 2022 at March 31, 2023by which $4 million
in funds will be advanced to the Company. The Company’s ability to draw on the Deferred Drawn Term Loan is subject to compliance with certain provisions of the Loan Agreement, including the provision of a satisfactory budget approved at the Lender’s sole discretion. Amendment No. 2 to the loan agreement increases the interest rate on funds advanced from 13% to 15% per annum, which additional interest of 2% may be paid in kind, with interest payable on the first day of each month. Amendment No. 2 to the loan agreement provides for an exit fee equal to 1.5% of the principal balance, which is due and payable upon any payment, partial or total, of the initial term loan and the loan deferred draw term.

In partial consideration for Amendment No. 2 to the Loan Agreement, the Company issued 1,000,000 common stock purchase warrants (each, a “Warrant”) to the Lender. Each Warrant entitles its holder to purchase Common Shares (each, a “Warrant Share”) at an exercise price of $0.16 per Warrant Share up to June 14, 2027.

Amendment No. 2 to the Loan Agreement contains additional features and requirements and the material terms will be described in a current report on Form 8-K to be filed by the Company on or about June 17, 2022.

“The extension of our current lending facility aligns with our development program and provides flexibility for future opportunities,” said Michael MillsCEO of body and mind. “As we continue with our expansion plans, this opportunity to modify the loan facility provides the company with the ability to pursue opportunities.”

A copy of the press release is attached as Exhibit 99.1 hereto.


Item 9.01 Financial statements and supporting documents

(d) Exhibits

Exhibit    Description
  99.1       News Release dated June 15, 2022.
  104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
           within the inline XBRL document)


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