SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tolia Sanjay

(Last)

(First)

(Middle)

6608 E. 2ND ST.

(Street)

SCOTTSDALE

85251

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/30/2021

3. Issuer Name and Ticker or Trading Symbol
BODY & MIND INC. [ BMMJ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	666,667	D
Common Shares	1,333,333	I	See Footnote⁽¹⁾⁽⁹⁾⁽¹⁰⁾
Common Shares	3,400,000	I	See Footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾
Common Shares	250,000	I	See Footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾
Common Shares	3,509,310	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
8% 5 year convertible debentures	12/19/2022	12/19/2027	Common Shares	27,500,000	$0.1	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾
8% 5 year convertible debentures	12/19/2022	12/19/2027	Common Shares	2,500,000	$0.1	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾
4 year warrants	12/19/2022	12/19/2026	Common Shares	13,750,000	$0.1	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾
4 year warrants	12/19/2022	12/19/2026	Common Shares	1,250,000	$0.1	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾

Explanation of Responses:

1. On December 23, 2022, the Issuer issued Bengal Impact Partners LLC (the "Manager") 1,333,333 common shares.

2. 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.

3. 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.

4. 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..

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. Unless otherwise specified, all Share transaction prices referred to in this Form 3 are in Canadian dollars.

	/s/ Sanjay Tolia	04/03/2023
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.