Item 2.02 Results of Operations and Financial Condition.

On January 25, 2023, Body and Mind Inc. (the "Company" or "BaM") issued a news release announcing its financial results for the first quarter of fiscal year 2023 ended October 31, 2022. The information regarding the financial results for the first fiscal quarter ended October 31, 2022 of the Company contained in Item 7.01 below is responsive to this Item 2.02 and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On January 25, 2023, the Company issued a news release to announce financial results for the first quarter of fiscal year 2023 ended October 31, 2022 and to provide shareholders with an operational update. All financial information is provided in U.S. dollars unless otherwise indicated.





  Q1 FY 2023 Summary & Comparison to Q1 FY 2022 (in Millions of US$)

                                     Q1 FY 2023             Q1 FY 2022
Revenue                                    $7.8                   $7.6
Net Income/(Loss)                         ($3.0 )                ($0.7 )
Adjusted EBITDA*                          ($1.6 )                 $0.8

Q1 FY 2023 (ended October 31, 2022) and Subsequent Highlights:





    ·   Closed a $3 million unsecured convertible debt financing with Bengal
        Capital and Mindset Capital, two experienced cannabis-focused funds, and
        announced that Bengal Capital partner Josh Rosen would be joining the
        Company's Board of Directors.
    ·   Closed a merger with CraftedPlants NJ, Inc., an entity that holds a lease
        on a New Jersey commercial property with local cannabis-use approval for a
        retail location with nearly all merger consideration tied to successful
        completion of specific licensing and operational milestones. (See the
        Company's December 22, 2022 press release for further details.)
    ·   Commenced tenant improvement construction on the first of two Illinois
        adult-use dispensaries. The dispensary is located within the largest
        retail mall in Markham, Illinois, which has average daily traffic counts
        of more than 400,000 cars per day within a mile of the project location.
    ·   Submitted New Jersey state license application in conjunction with BaM
        Body and Mind Dispensary NJ, Inc. f/k/a CraftedPlants NJ, Inc. Commenced
        design, architectural and planning work for the New Jersey location.




Management Commentary

"Our most recent quarter reflects our growth into new markets, continued focus on operations and funds committed to expanding Body and Mind as we continue to advance our priority projects in Illinois and New Jersey. Our goal is to drive our business forward with our current operations as we open new facilities in strong markets. Our development team has worked diligently with the city of Markham, Illinois and received all approvals to advance construction," stated Michael Mills, CEO of Body and Mind. "We have been approved for a keystone location within the largest retail mall in Markham with over 400,000 cars per day passing within 1 mile of the new location. Demolition is complete and interior renovations of the space have commenced with an estimated opening in mid-spring of 2023. The new location will be a 3,400 square foot Body and Mind branded dispensary located near a large parking area in a prime location in the mall."






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Q1 FY 2023 Financial Highlights:





    ·   Revenues for Q1 FY 2023 were $7.8 million, a 3.4% increase over Q1 FY 2022
        revenues of $7.6 million.
    ·   Gross profit of $1.6 million for Q1 FY 2023 compared to a gross profit of
        $3.2 million for Q1 FY 2022.
    ·   Q1 FY 2023 net operating loss was $2.0 million compared to Q1 FY 2022 net
        operating loss of $0.3 million. The change in net operating income was
        primarily impacted by increased business development expenses related to
        Illinois and New Jersey, license applications, new operation startup
        expenses and a decrease in flower pricing in Nevada.
    ·   Q1 FY 2023 net loss was $3.0 million (or basic and diluted loss per share
        of $0.03) compared to a Q1 FY 2022 net loss of $0.7 million (or basic and
        diluted loss per share of $0.01).
    ·   Adjusted EBITDA loss of $1.6 million for Q1 FY 2023 vs. Adjusted EBITDA of
        $0.8 million in Q1 FY 2022*.
    ·   Total Current Assets were $6.7 million, Total Assets were $29.0 million,
        Total Current Liabilities were $7.6 million and Total Liabilities were
        $21.9 million at October 31, 2022.
    ·   Subsequent to October 31, 2022, the company raised $3.0 million in
        unsecured convertible debt (See the Company's December 22, 2022 press
        release for further details.)

The Company had 146,636,974 common shares outstanding as of January 24, 2023.

For further details, please see the Company's recent Form 10-Q filing on EDGAR at www.sec.gov/edgar/search, and the interim financial statements filed on SEDAR at www.sedar.com.

*Adjusted EBITDA is a Non-GAAP metric used by management that does not have any standardized meaning prescribed by U.S. GAAP and may not be comparable to similar measures presented by other companies. Management defines the Adjusted EBITDA as the Income (loss) from operations, as reported, before interest, taxes, and adjusted for removing other non-cash items, including stock-based compensation expense, gain on settlement, loss on impairment, depreciation, and further adjustments to remove acquisition related costs or gains. Management believes Adjusted EBITDA is a useful financial metric to assess its operating performance on a cash adjusted basis before the impact of non-cash items and acquisition activities. The most comparable financial measure calculated and presented in accordance with U.S. GAAP is net income (loss), which was presented above prior to the Adjusted EBITDA figure.





          Net Profit/Loss ($2,952,795)
          Interest Income    ($18,000)
                 Interest     $381,423
                      Tax     $626,074

Depreciation/Amortization $362,155


                   EBITDA ($1,601,183)




                  EBITDA ($1,601,183)
      Gain on settlement            0
      Loss on impairment            0

Stock-based compensation $32,458


         Adjusted EBITDA ($1,568,725)

A copy of the news release is attached as Exhibit 99.1 hereto.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.






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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit    Description
  99.1       News Release dated January 25, 2023.
  104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
           within the inline XBRL document)





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