Body and Mind Announces Closing of Acquisition of Nevada Medical Group LLC

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Body and Mind, Inc., formerly known as Deploy Technologies, Inc. (

“Body and Mind”

or the 

“Company”

), is pleased to announce that further to its news release dated September 18, 2017,  it has closed its previously announced acquisition (the 

“Acquisition”

), pursuant to which the Company, through its wholly owned subsidiary DEP Nevada Inc. 

(“DEP Nevada”

) has acquired of all of the issued and outstanding membership units of Nevada Medical Group LLC ("

NMG

"), from the members of NMG (the 

“NMG Members”

). In connection with the closing of the Acquisition, the net proceeds of the Company's private placement of subscription receipts in support of the Acquisition (the "

Offering

") have been released to the Company from escrow. Immediately prior to closing of the Acquisition, the Company completed a consolidation (the "

Consolidation

") on the basis of three (3) pre-Consolidation common shares to one (1) post-Consolidation common share (each post-Consolidation common share, a "

Common Share

"), as well a name change, changing the name of the Company from Deploy Technologies, Inc. to Body and Mind, Inc.

For further information related to NMG, please see the Company’s news release dated September 18, 2017.

Conversion of Subscription Receipts

The Closing included the completion of an equity financing to raise minimum gross proceeds of US$4,000,000 (the “Concurrent Financing”) as previously disclose by the Company. The Company issued 27,306,496 subscription receipts (the “Subscription Receipts”) at a price of CDN $0.22 per Subscription Receipt for aggregate gross proceeds of CDN $6,007,429.89.

On completion of the Acquisition, the Subscription Receipts were automatically exercised in accordance with their terms, and were exchanged for one unit (a "Unit") of the Company.  Each Unit consists of one Common Share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share (a "Warrant Share") for an exercise price of $0.90 per Warrant Share for a period of 24 months from the issuance of such Warrant.

For further information relating to the subscription receipt financing please reference the news releases of the Company dated August 15, 2017, August 16, 2017 and October 31, 2017.

Completion of Acquisition

Pursuant to a share exchange agreement dated September 14, 2017 (the “Share Exchange Agreement”) amongst the Company, DEP Nevada, NMG and the NMG Members, the Company acquired all of the issued and outstanding membership units of NMG (the “Units”) through DEP Nevada. In consideration for the Units, the Company issued to the NMG Members an aggregate of 16,000,000 Common Shares at a deemed value of $0.66 per Common Share as well as US$2,084,000 pro rata amongst the NMG Members.

The Company also issued 2,037,879 Common Shares to TI Nevada, LLC (“TI Nevada”), 212,121 Common Shares to Charles Fox, 47,000 Common Shares to Toro Pacific Management Inc., 60,000 Common Shares to Chris Hunt, and 470,000 Common Shares to Benjamin Rutledge in connection with the Acquisition.

In connection with the Acquisition the Company paid the amount of US$225,000 to TI Nevada as repayment for a loan made by TI Nevada to NMG.

Board of Directors

The board of directors of the Company on closing of the Acquisition consists of Leonard Clough, Robert Hasman, Kevin Hooks, Dong Shim and Chris MacLeod.

Leonard Clough has replaced former CEO of Body and Mind Dong Shim as CEO.

Escrowed Securities

The 5,957,879 Common Shares held indirectly by Robert Hasman and the 3,920,000 Common Shares held indirectly by Kevin Hooks are subject to a mandatory escrow agreement pursuant to the policies of the CSE (the “Mandatory Escrow”). All remaining Common Shares issued to the NMG Members, TI Nevada, LLC and Charles Fox pursuant to the Share Exchange Agreement, exclusive of such Common Shares subject to Mandatory Escrow, are also subject to a voluntary pooling agreement.

For further information please contact:

Darren Tindale, CFOBody and Mind, Inc.Email: [e-mail]

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.  Trading in securities of Deploy Technologies Inc. should be considered highly speculative.

This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors – including the availability of funds, the results of financing efforts and the parties’ due diligence reviews, and general market conditions – that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com).  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We seek safe harbour.