Body & Mind To Be Acquired By Friday Night In All-Stock Deal

Body and Mind Inc. and Friday Night Inc. have entered an all-stock acquisition valuing Body and Mind at approximately $115-million based on the recent closing price of Friday Night.
Transaction highlights:

  • Merger is expected to be immediately accretive to cash flow;
  • With approximately 130,000 square feet of facility projects under development, will make Mergeco among the largest cultivation and production companies in Nevada;
  • Per unit costs to become among the lowest in Nevada due to economies of scale;
  • Enhanced product lines will better service clientele;
  • Increased product volumes will warrant investment that drives efficiencies such as packaging systems, extraction, dosing, testing, distribution and marketing;
  • Purchase price represents an approximate 50% premium over BAM’s recent closing price, on a fully diluted basis.

Robert Hasman, BAM President commented, “This is a meaningful win for our stakeholders but is only the beginning of consolidation here in Nevada. The financial strength of a combined entity will enable us to continue to do more transactions at a rapid pace with the ultimate goal of driving down costs, expanding product lines, and servicing our customers. I would like to thank our staff and shareholders and the overwhelming support from the investment community for this transaction.”

Brayden Sutton, Friday Night Inc. CEO commented, “This transaction advances Friday Night into a leading position in what many believe is the best cannabis market in the world. Unlike so many competitors that promise to deliver profits well in the future, we are able to deliver them now and in real time. We see a huge opportunity for further consolidation as well. We welcome the BAM shareholders and staff to the Friday Night family and are excited about having Robert Hasman head up the expanded organization as President.”

The transaction is expected to be structured by way of an amalgamation between BAM and a wholly owned Nevada subsidiary of TGIF, in which the shareholders of BAM will receive common shares in the capital of TGIF (the “TGIF Shares”) in exchange for their shares of BAM (“BAM Shares”). TGIF will issue 115,000,000 TGIF Shares for all of the BAM shares. The final structure of the transaction will be subject to advice from BAM and TGIF tax, financial and legal advisors. The parties anticipate completing the Transaction on or about March 31, 2018. The agreement is subject to closing conditions normal for a transaction of this type, including due diligence, BAM shareholder and Canadian Securities Exchange approvals.

About Body and Mind Inc.

Body and Mind Inc. is a Nevada corporation which is publicly traded on the Canadian Securities Exchange. The Company was an early State of Nevada applicant in 2014 and was awarded one of the first state medical marijuana licenses for both cultivation and production. BAM produces flower, oil extracts and edibles in its current facility and expects within the latter part of 2018 to be managing operations in facilities providing approximately 50,000 square feet.

About Friday Night Inc.

Friday Night Inc. is a Canadian public company, which owns and controls cannabis and hemp based assets in Las Vegas Nevada. The company owns 91% of Alternative Medicine Association, LC (AMA), a licensed medical and adult-use cannabis cultivation and production facility that produces its own line of unique cannabis-based products and manufactures other third-party brands. Infused MFG, also a 91% owned subsidiary, produces hemp-based, CBD products, thoughtfully crafted of high quality organic botanical ingredients. Friday Night Inc. is focused on strengthening and expanding these operations within and outside of the state.

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