Joshua Rosen - Dec 30, 2021 Form 3 Insider Report for BODY & MIND INC. (BMMJ)

Role
10%+ Owner
Signature
/s/ Josh Rosen
Stock symbol
BMMJ
Transactions as of
Dec 30, 2021
Transactions value $
$0
Form type
3
Date filed
4/3/2023, 05:31 PM
Previous filing
Aug 26, 2021
Next filing
Mar 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BMMJ Common Shares 6.94M Dec 30, 2021 Direct
holding BMMJ Common Shares 1.33M Dec 30, 2021 See Footnote F1, F9, F10
holding BMMJ Common Shares 3.4M Dec 30, 2021 See Footnotes F2, F9, F10
holding BMMJ Common Shares 250K Dec 30, 2021 See Footnotes F3, F9, F10
holding BMMJ Common Shares 3.51M Dec 30, 2021 See Footnotes F4, F9, F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding BMMJ 8% 5 year convertible debentures Dec 30, 2021 Common Shares 27.5M $0.10 See footnotes F5, F9, F10
holding BMMJ 8% 5 year convertible debentures Dec 30, 2021 Common Shares 2.5M $0.10 See footnotes F6, F9, F10
holding BMMJ 4 year warrants Dec 30, 2021 Common Shares 13.8M $0.10 See footnotes F7, F9, F10
holding BMMJ 4 year warrants Dec 30, 2021 Common Shares 1.25M $0.10 See footnotes F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 23, 2022, the Issuer issued Bengal Impact Partners LLC (the "Manager") 1,333,333 common shares.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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 Manager (the "Nominee Agreement"), the Manager 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.
F7 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.
F8 Pursuant to the Nominee Agreement the Manager 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.
F9 The Reporting Person has shared investment control and voting power over the Manger which has sole investment control and voting power over all securities held by the Fund and the Series. The Reporting Person.
F10 Unless otherwise specified, all Share transaction prices referred to in this Form 3 are in Canadian dollars.