Bengal Catalyst Fund, LP Update to Holdings in Body and Mind Inc.

SCOTTSDALE, Ariz., Feb. 9, 2024 /CNW/ - Bengal Catalyst Fund, LP (the "Acquiror") acquired on May 18, 2023, 671,642 Common Shares of Body and Mind Inc. ("Common Shares") pursuant to a share purchase agreement with Young America Capital, LLC (the "May 2023 Shares"). On February 9, 2024, Bengal Impact Partners, LLC ("BIP"), the general partner of the Acquiror acquired 2,700,393 Common Shares of Body and Mind Inc. ("BaM") as consideration for services rendered under an advisory agreement (the "February 2024 Shares"). Collectively, the May 2023 Shares and February 2024 Shares amount to 2.299% of the current issued and outstanding shares of BaM.

The May 2023 Shares were purchased from Young America Capital, LLC for a total consideration amount of of CAD$40,298.52 (CAD$0.06 per Common Share).

The February 2024 Shares were issued on the basis of CAD$0.089 per Common Share, for a total value of CAD$240,246.00. These shares were issued from BaM's treasury in consideration of services rendered under an advisory agreement between BIP and BaM and as such, no cash was paid or received in connection with the acquisition of the February 2024 Shares.

On December 29, 2022, the date on which the last early warning report of BIP was filed, the Acquiror along with BAM I, A Series of Bengal Catalyst Fund SPV, LP, Bengal Impact Partners LLC, Joshua Rosen, Sanjay Tolia, Gerald Derevyanny, Vinay Tolia, Trevor Pratte, and Nicolle Dorsey (the "Joint Actors") owned 17,603,754 Common Shares, convertible debentures of BaM in principal amount US$2,750,000 (equivalent to CAD$3,768,000) which are convertible into 27,500,000 Common Shares of BaM (the "Debentures") and 13,750,000 common share purchase warrants of BaM (the "Warrants"), representing 30.7% of the issued and outstanding Common Shares on a partially diluted basis at that time.

After the acquisition of the May 2023 Shares and February 2024 Shares, the Acquiror and its joint actors own 20,975,789 Common Shares, the Debentures which are convertible into 27,500,000 Common Shares and 13,750,000 Warrants, representing 33.12% of the current issued and outstanding Common Shares on a partially diluted basis.

The Acquiror does not have any current plans or future intentions which relate to or would result in any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) of Item 5 in the early warning report to be filed in connection with this press release (the "Early Warning Report").

In addition to the foregoing, two private entities hold $250,000 of Debentures convertible into 2,500,000 Common Shares and Warrants exercisable into 1,250,000 Common Shares. These entities have agreed to execute a limited power of attorney to provide BIP the sole power to exercise any of the entities rights under the Debenture and Warrants, including voting of any securities after conversion/exercise and exercise of any rights or remedies.

In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of BaM in the open market or otherwise, and Acquiror reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of BaM and other relevant factors.

The head office address of Bengal Catalyst Fund, LP is 6608 E 2^nd St., Scottsdale, Arizona, U.S.A. 85251.

For further information please refer to the Early Warning Report to be posted on BaM's SEDAR+ profile at www.sedar.com or which may be obtained by contacting the Acquiror at 1 623 252 3367.

SOURCE Bengal Catalyst Fund, LP