Sec Form 3 Filing - Bengal Impact Partners, LLC @ BODY & MIND INC. - 2021-12-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bengal Impact Partners, LLC 2. Issuer Name and Ticker or Trading Symbol BODY & MIND INC. [ BMMJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6608 E. 2ND ST. 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2021 (Street) SCOTTSDALE, AZ85251 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 1,333,333 D Common Shares 3,400,000 I See Footnotes ( 1 ) ( 8 ) ( 9 ) Common Shares 250,000 I See Footnotes ( 2 ) ( 8 ) ( 9 ) Common Shares 3,509,310 I See Footnotes ( 3 ) ( 8 ) ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 8% 5 year convertible debentures $ 0.1 12/19/2022 12/19/2027 Common Shares 27,500,000 I See footnotes ( 4 ) ( 8 ) ( 9 ) 8% 5 year convertible debentures $ 0.1 12/19/2022 12/19/2027 Common Shares 2,500,000 I See footnotes ( 5 ) ( 8 ) ( 9 ) 4 year warrants $ 0.1 12/19/2022 12/19/2026 Common Shares 13,750,000 I See footnotes ( 6 ) ( 8 ) ( 9 ) 4 year warrants $ 0.1 12/19/2022 12/19/2026 Common Shares 1,250,000 I See footnotes ( 7 ) ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bengal Impact Partners, LLC 6608 E. 2ND ST. SCOTTSDALE, AZ85251 X Signatures /s/ Josh Rosen 04/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 3, 2023, Bengal Catalyst Fund, LP (the "Fund") acquired 3,400,000 common shares, par value USD$0.0001 per share (the "Shares") of the Issuer in a block trade with a broker at a price of $0.24 per Share. ( 2 )On December 30, 2021, the Fund acquired 250,000 Shares in a private placement transaction at a price of $0.30 per Share pursuant to a Securities Purchase Agreement dated as of December 30, 2021 with the seller named therein. ( 3 )Between January 24, 2022 and April 14, 2022, the Fund acquired 3,509,310 Shares in a series of open market transactions, at prices between $0.22 and $0.34 per Share.. ( 4 )On December 19, 2022, BAM I, a Series of Bengal Catalyst Fund SPV, LP (the "Series"), purchased from the Company 8% five year convertible debentures in the principal amount of $2,750,000, the principal and accrued interest of which are convertible into Shares at a price of $USD 0.10 per Share. ( 5 )Pursuant to that certain Nominee Agreement dated February 3, 2023, by and among Mindset Value Fund LP, a Delaware limited liability company, Mindset Value Wellness Fund LP, a Delaware limited partnership, Mindset Capital LLC, a Delaware limited liability company (collectively, the "Mindset Entities"), and the Reporting Person (the "Nominee Agreement"), the Reporting Person has sole voting and dispositive control over 8% five year convertible debentures in the principal amount of $250,000, the principal and accrued interest of which are convertible into Shares at a price of $USD 0.10 per Share.. ( 6 )On December 19, 2022, the Series purchased from the Company four year warrants exercisable for 13,750,000 Shares, at a price of $USD 0.10 per Share. ( 7 )Pursuant to the Nominee Agreement the Reporting Person has sole voting and dispositive control over four year warrants exercisable for 1,250,000 Shares, at a price of $USD 0.10 per Share owned by the Mindset Entities. ( 8 )The Reporting Person acts as the manager for the Fund and the Series and has sole investment control and voting power over all securities held by the Fund and the Series. ( 9 )Unless otherwise specified, all Share transaction prices referred to in this Form 3 are in Canadian dollars.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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