Mr. Trip Hoffman reports

BODY AND MIND ANNOUNCES AGREEMENT TO DIVEST OHIO DISPENSARY

Body and Mind Inc.'s wholly owned subsidiary, DEP Nevada Inc., has entered into an equity purchase agreement with FarmaceuticalRX LLC, whereby DEP agrees to sell all of the issued and outstanding interests, equity or profit interests in NMG OH 1 LLC, which owns and operates the Body and Mind Ohio dispensary, to the purchaser.

The total consideration for the transaction is US$8.225 million in cash proceeds at closing with an additional US$2.5 million in potential contingent proceeds; please see additional details below.

"Ohio was our first dispensary operation and we've been proud to serve the Elyria community and grow the business significantly", stated Michael Mills CEO of Body and Mind. "As the Ohio market develops, there are improved economics for full vertical operations and we elected to capitalize on the opportunity to monetize this asset; we intend to use the proceeds from the sale of NMG OH to improve our balance sheet, focus on developing New Jersey and Illinois, and be positioned with greater flexibility to be opportunistic with our operating capabilities as the cannabis market continues to evolve. I would like to thank our dispensary team who have worked to build high-trust relationships with our patients, and I would also like to express our gratitude to the team at Bengal Capital for their strategic advice and support throughout the transaction and planning process". "We constructed and opened the Ohio dispensary soon after the Ohio medical program commenced and developed significant retail capabilities since 2019," stated Trip Hoffman, COO of Body and Mind. "While I have some disappointment divesting the Ohio dispensary and saying goodbye to the team, I'm excited about our current developing opportunities in Illinois and New Jersey and creating flexibility to evaluate new opportunities."

"We are thrilled to jumpstart the expansion of our retail platform in Ohio with the acquisition of this leading Body and Mind dispensary in Elyria, Ohio," stated Rebecca Myers, CEO of FarmaceuticalRX, LLC and FXR Dispensaries. "Body and Mind joins our top-rated FRX dispensary in East Liverpool and our soon to open FRX dispensary in Cuyahoga Falls as we expand our retail presence to reach more Ohio patients. At FRX Dispensaries, we are dedicated to providing a great experience to each and every patient that walks through our doors and to offering best in class products to our Ohio patients. Our FRX Dispensaries Team is excited to join forces with the Body and Mind Team at this top dispensary," Ms. Myers continued.

Transaction Details

The Ohio dispensary opened in 2019 and is being sold to FarmaceuticalRx LLC, a rapidly growing cannabis retail chain, for an initial purchase price for the Interests of US$8.225 million, which includes a deposit of US$250,000 already paid by the Purchaser to DEP, subject to adjustments based on estimated closing indebtedness, estimated transaction expenses, estimated closing cash, and a working capital adjustment. The remaining proceeds of US$7.975 million, subject to adjustment, will be paid on closing, which shall occur on the first day of the month following State of Ohio regulatory approval as well as satisfaction or waiver of all other closing conditions. The transaction also includes a contingent US$2.5 million bonus payment to DEP for each additional dispensary license granted to NMG OH by the State of Ohio Board of Pharmacy in the future, but will exclude any adult use license for the existing license held by NMG OH and current lease location.

About Body and Mind Inc.

BaM is an operations-focused cannabis company with active retail operations in Ohio, Arkansas, Illinois and California, pending retail operations in Illinois and New Jersey, and craft cultivation and/or processing operations in Nevada, Ohio and Arkansas. We work daily to increase our market share through delighting customers while also continuing to hone our operational efficiencies to drive profits. We are primarily guided by the metric of return on investment. Currently, we believe the most significant return on investment projects in front of us are successful retail cannabis store launches in Illinois and New Jersey, which augment our existing retail footprint. We also believe that our team's core operational skillsets will create significant future shareholder value as the cannabis industry matures.

About FRX Dispensaries & FARMACEUTICALRX, LLC

FRX Dispensaries, a fast-growing specialty craft cannabis retailer founded as part of FARMACEUTICALRX, promotes a high touch experience for customers, provides specialty craft and certified organic products to patients, creates healing opportunities for customers, nurtures under-resourced communities and is committed to actively protecting the planet. Since opening its doors in 2019, FRX Dispensaries has served thousands of patients and is a leader in providing innovative access to cannabis by offering in-person and virtual pharmacist consultations, mobile pre-ordering, and convenient drive through service and curbside pickup. FRX locations offer a wide variety of products and award-winning brands including FARMACEUTICALRX's certified organic premium craft flower and focuses on providing best in class products for customers. More information is available at FRXHealth.com and FARMACEUTICALRX.com.

We seek Safe Harbor.