Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(1)	Percentage of Beneficial Ownership
Directors and Officers:
Michael Mills, President, Chief Executive Officer and Director c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	1,586,000(2)		1.1%
Darren Tindale, Corporate Secretary c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	750,000(3)		*
Brent Reuter, Director c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	500,000(4)		*
Stephen (Trip) Hoffman, Chief Operating Officer c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	1,457,000(5)		1.0%
Dong Shim, Chief Financial Officer c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	1,136,460(6)		*
Alexis Podesta, Director c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	250,000(7)		*
Joshua Rosen, Director c/o Suite 750,1095 West Pender Street Vancouver, British Columbia, Canada, V6E 2M6	60,437,087(8)		31.5%
All directors and executive officers as a group (7 persons)	66,116,547(9)		33.6%

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Notes:

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(1)		Percentage of Beneficial Ownership
Major Stockholders:
Bengal Impact Partners, LLC 6608 E 2nd Street Scottsdale, AZ  85251	53,492,643(10)		27.9%
BAM I, A Series of Bengal Catalyst Fund SPV, LP 6608 E 2nd Street Scottsdale, AZ  85251	41,250,000(11)		22.0%
Sanjay Tolia 6608 E 2nd Street Scottsdale, AZ  85251	54,159,310(12)		28.3%

Notes:
*	Less than one percent.
(1)	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Proxy Statement. As of February 9, 2022,3, 2023, there were 113,349,464146,636,974 shares of common stock of the Company issued and outstanding.
(2)	This figure represents (i) 79,000188,000 shares of common stock held by Mr. Mills, directly; (ii) 18,000 shares of common stock held by Mr. Mills’ wife, (iii) warrants to purchase 18,000 shares of common stock issuable upon exercise of warrants registered directly to Mr. Mills’ wife, and (iv) stock options to purchase 1,056,2501,362,000 shares of common stock which have vested or will vest within 60 days of the date hereof.thereof.
(3)	This figure represents (i) 100,000 shares of common stock held by Mr. Tindale’s wife, and (ii) stock options to purchase 787,500650,000 shares of common stock which have vested or will vest within 60 days of the date hereof.
(4)	This figure represents stock options to purchase 337,500500,000 shares of common stock which have vested or will vest within 60 days of the date hereof.
(5)	This figure represents (i) 50,00070,000 shares of common stock held by Mr. Hoffman, directly, and (ii) stock options to purchase 1,087,5001,387,000 shares of common stock which have vested or will vest within 60 days of the date hereof.
(6)	This figure represents (i) 138,460 shares of common stock held by Mr. Shim, (ii) warrants to purchase 48,000 shares of common stock issuable upon exercise of warrants registered directly to Mr. Shim, and (iii) stock options to purchase 975,000950,000 shares of common stock which have vested or will vest within 60 days of the date hereof.
(7)	This figure represents stock options to purchase 125,000250,000 shares of common stock which have vested.
(8)	This figure represents (i) 6,944,444 shares of common stock held by Mr. Rosen, (ii) 1,333,333 shares of common stock held by Bengal Impact Partners, LLC (the “Manager”), which Mr. Rosen shares investment control and voting power over the Manager with Sanjay Tolia, (iii) 7,159,310 shares of common stock held by Bengal Catalyst Fund, LP, which is managed by the Manager, (iv) BAM I, a Series of Bengal Catalyst Fund SPV, LP (“BAM I”), which is managed by the Manager, purchased from the Company (a) 8% five year convertible debenture in the principal amount of $2,750,000, the principal and interest of which are convertible into shares of common stock at a price of $0.10 per share (the “BAM I Note”), and (b) four year warrants exercisable for 13,750,000 shares of common stock at a price of $0.10 per share (the “BAM I Warrants”), and (v) pursuant to a 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 Manager has sole voting and dispositive control over an aggregate of (x) 8% five year convertible debentures in the principal amount of $250,000, the principal and accrued interest of which are convertible into shares of common stock at a price of $0.10 per share (the “Mindset Notes”), and (y) four year warrants exercisable for 1,250,000 shares of common stock at a price of $0.10 per share (the “Mindset Warrants”), owned by the Mindset Entities. Except for the 6,944,444 shares of common stock held directly in Mr. Rosen’s name, he disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. Does not take into account any beneficial ownership limitations set forth in the BAM I Note, Mindset Notes, BAM I Warrants and Mindset Warrants, which were waived in February 2023. Also, these figures exclude shares of common stock issuable at the election of BAM I and the Mindset Entities upon conversion of accrued interest (both past and future) into shares of common stock.

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(9)	This figure represents (i) 15,951,547 shares of common stock, (ii) 15,066,000 shares of common stock issuable upon exercise of warrants, (iii) stock options to purchase 5,099,000 shares of common stock, which have vested or will vest within 60 days of the date hereof.hereof, and (iv) 30,000,000 shares of common stock issuable upon conversion of convertible debentures. Mr. Rosen shares investment control and voting power over the Manager with Sanjay Tolia. BAM I is managed by the Manager, which has sole investment control and voting power over the securities held by BAM I. Pursuant to that certain Nominee Agreement dated February 3, 2023, by and among the Mindset Entities and the Manager, the Manager has sole voting and dispositive control over the Mindset Notes and Mindset Warrants. Except for the 6,944,444 shares of common stock held directly in Mr. Rosen’s name, he disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. Does not take into account any beneficial ownership limitations set forth in the BAM I Note, Mindset Notes, BAM I Warrants and Mindset Warrants, which were waived in February 2023. Also, these figures exclude shares of common stock issuable at the election of BAM I and the Mindset Entities upon conversion of accrued interest (both past and future) into shares of common stock.
(8)(10)	This figure represents (i) 385,4601,333,333 shares of common stock held directly by the Manager, (ii) 66,0007,159,310 shares of common stock held by Bengal Catalyst Fund, LP, which is managed by the Manager, (iii) BAM I Note in the principal amount of $2,750,000, (iv) BAM I Warrants exercisable for 13,750,000 shares of common stock, (v) Mindset Notes in the principal amount of $250,000, (vi) Mindset Warrants exercisable for 1,250,000 shares of common stock. BAM I is managed by the Manager, which has sole investment control and voting power over the securities held by BAM I. Pursuant to that certain Nominee Agreement dated February 3, 2023, by and among the Mindset Entities and the Manager, the Manager has sole voting and dispositive control over the Mindset Notes and Mindset Warrants. Except for the 1,333,333 shares of common stock held directly by the Manager, the Manager disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. Does not take into account any beneficial ownership limitations set forth in the BAM I Note, Mindset Notes, BAM I Warrants and Mindset Warrants, which were waived in February 2023. Also, these figures exclude shares of common stock issuable at the election of BAM I and the Mindset Entities upon exerciseconversion of warrants,accrued interest (both past and (iii) stock options to purchase 4,368,750future) into shares of common stock, which have vested.stock.
(9)(11)	This figure represents (i) 250,000BAM I Note in the principal amount of $2,750,000, and (ii) BAM I Warrants exercisable for 13,750,000 shares of common stock. BAM I is managed by the Manager, which has sole investment control and voting power over securities held by BAM I. The Manager disclaims beneficial ownership of the shares of common stock held by BAM I, except to the extent of its pecuniary interest therein. Does not take into account any beneficial ownership limitations set forth in the BAM I Note and the BAM I Warrants, which were waived in February 2023. Also, these figures exclude shares of common stock issuable at the election of BAM I upon conversion of accrued interest (both past and future) into shares of common stock.
(12)	This figure represents (i) 666,667 shares of common stock held directly Mr. Hasman directly,Tolia, (ii) 4,278,7611,333,333 shares of common stock held by SW Fort Apache, LLC, an entity controlled bythe Manager, which Mr. Hasman,Tolia shares investment control and voting power over the Manager with Joshua Rosen, (iii) 1,462,5347,159,310 shares of common stock held by TI Nevada, LLC, an entity controlledBengal Catalyst Fund, LP, which is managed by the Manager, (iv) BAM I Note in the principal amount of $2,750,000, (v) BAM I Warrants exercisable for 13,750,000 shares of common stock, (vi) Mindset Notes in the principal amount of $250,000, and (vii) Mindset Warrants exercisable for 1,250,000 shares of common stock. BAM I is managed by the Manager, which has sole investment control and voting power over securities held by BAM I. Pursuant to that certain Nominee Agreement dated February 3, 2023, by and among the Mindset Entities and the Manager, the Manager has sole voting and dispositive control over the Mindset Notes and Mindset Warrants. Except for the 666,667 shares of common stock held directly in Mr. Hasman.Tolia’s name, he disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. Does not take into account any beneficial ownership limitations set forth in the BAM I Note, Mindset Notes, BAM I Warrants and Mindset Warrants, which were waived in February 2023. Also, these figures exclude shares of common stock issuable at the election of BAM I and the Mindset Entities upon conversion of accrued interest (both past and future) into shares of common stock.

Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our Company.

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PROPOSAL NUMBER ONE:

ELECTION OF DIRECTORS TO OUR BOARD OF DIRECTORS

Election of Directors

Each of our directors is elected at the annual meeting of our stockholders and, upon the director’s election, will hold office until our next annual meeting or until his or her successor is elected and qualified.

The persons named in the enclosed form of proxy as proxyholders intend to vote for the election of the nominees listed below as directors unless instructed otherwise, or unless a nominee is unable or unwilling to serve as a director of the Company.  Our Board of Directors has no reason to believe that any nominee is unable or unwilling to serve, but if a nominee should determine not to serve, the persons named in the form of proxy as proxyholders will have the discretion and intend to vote for another candidate that would be nominated by our Board of Directors.

The affirmative vote of a plurality of the votes present in person or by proxy at the Annual Meeting and entitled to vote on the election of directors is required for the election of each nominee as a director.  Our constating documents do not provide for cumulative voting in the election of directors.

Nominees for Election as Directors

Michael Mills, Dong Shim, Brent Reuter, Stephen Hoffman, and Alexis Podesta and Joshua Rosen, each of whom is a current director, have been nominated for election as directors.  It is the intention of the persons named in the accompanying form of proxy as proxyholders to vote proxies for the election of each of these individuals as a director and each of the nominees has consented to being named in this Proxy Statement and to serve as a director, if elected.

Directors and Executive Officers

Our current directors and executive officers and their respective ages as of February 9, 2022,3, 2023, are as follows:

Name		Age		Position with the Company
Michael Mills		5354		President and Chief Executive Officer (“CEO”) and a director
Darren Tindale		4950		Corporate Secretary
Stephen ‘Trip’ Hoffman		5758		Chief Operating Officer (“COO”) and a director
Brent Reuter		5455		A director
Dong Shim		3839		Chief Financial Officer and a director
Alexis Podesta		4142		A director
Joshua Rosen		49		A director

The following describes the business experience of each nominee for election to our Board of Directors, including other directorships held in reporting companies:

Michael Mills.  Mr. Mills was appointed President and Interim Chief Executive Officer on August 21, 2019 and was previously the Vice-President, Communications of the Company from June 2018 to August 21, 2019.  On January 23, 2020, Mr. Mills was elected as a director and on April 30, 2020, Mr. Mills was appointed as full-time CEO.  Prior to joining the Company, Mr. Mills was the President of Fairlawn Capital Partners Ltd., a consulting company offering finance, communications and capital market solutions to public and private businesses. Mr. Mills has experience in industries including media, manufacturing and technology and held increasingly senior roles at the Financial Post and National Post newspapers. Mr. Mills obtained a Bachelors of Business Administration from Bishop’s University.

Dong Shim. Mr. Shim has been a Board member since December 15, 2016 and was appointed as the Chief Financial Officer of the Company on August 21, 2019. Mr. Shim is a partner and founder of Shim & Associates LLP (June 2013 to present) and Golden Tree Capital Corp. (November 2015 to present) providing accounting and other business advisory services to numerous companies in various industries. Mr. Shim is a director of National Securities Administrators Ltd. (May 2017 to present), Chief Financial Officer for E-Play Digital Inc. (November 2016 to present), Chief Financial Officer for Arizona Silver Exploration Inc. (August 2017 to present), Chief Financial Officer for Canamex Resources Corp. (August 2017 to present), Chief Financial Officer for Mission Ready Solutions Inc. (June 2017 to present), Chief Financial Officer for Organimax Nutrient Corp. (April 2018 to present), Chief Financial Officer for Avricore Health Inc. (February 2018 to September 2018), and interim Chief Financial Officer of Reliq Health Technologies Inc. (November 2018 to March 2020).

Brent Reuter.  Mr. Reuter has been a Board member since October 16, 2019.  Mr. Reuter has deep experience driving new revenue growth and managing businesses in the banking and investment sectors, most recently as principal investor relations for Onex Corp., a private equity firm, vice-president of asset management for Canadian Imperial Bank of Commerce and as managing director at Royal Bank of Canada with roles in Hong Kong and New York.  In these roles, he built high-value client and strategic partnerships, recruited and developed sales teams, and implemented and executed high-impact revenue coverage models.  In addition, Mr. Reuter is the senior vice-president of investor relations and strategy of Australis Capital Inc. Mr. Reuter obtained a Bachelor of Business Administration from Lakehead University in Thunder Bay, Ontario in 1990.

Stephen Hoffman. Mr. Hoffman has been a Board member since March 1, 2020 and was appointed as Chief Operating Officer (“COO”) of the Company on November 15, 2018. Mr. Hoffman was previously the Chief Executive Officer of Bolder Venture Ltd., a privately held medical and recreational marijuana cultivation and dispensary company located in Boulder, Colorado, from 2016 until his appointment as Chief Operating Officer of the Company. From 2011 to 2016, Mr. Hoffman was the Chief Executive Officer of Trading Block Holdings Inc., a financial technology company located in Chicago, Illinois. Mr. Hoffman obtained a PhD in physics from Purdue University in December 1991.

Alexis Podesta. Ms. Podesta has served in senior roles in both the public and private sector. Known for her talent to skillfully navigate complex policy and political issues, her broad portfolio has included problem-solving on high-profile policies in both government and the corporate world. Ms. Podesta was entrusted by both Governor Gavin Newsom and Governor Edmund G. Brown, Jr. to manage the sprawling California Business, Consumer Services and Housing Agency. As Secretary of the Cabinet-level Agency, she directed its $4.75 billion budget and nearly 6,100 employees. Ms. Podesta oversaw twelve departments, boards, a commission, a panel and a council whose job is to license and regulate professionals and businesses in California to protect consumers; regulate businesses engaged in financial transactions; preserve, expand and fund safe and affordable housing opportunities; to provide solutions to address homelessness in California; to investigate and research earthquake related issues to advise on ways to reduce earthquake risk; and to protect the civil rights of all Californians from acts of hate violence and unlawful discrimination in employment, housing and public accommodations. Additionally, the departments under the agency provided $1.9 billion in funding for affordable housing; made $3.5 billion annually in loans for first-time homebuyers; made $600 million annually in loans for affordable multi-family properties; and provided $650 million in assistance to local jurisdictions to combat homelessness. Additionally, the Department of Fair Employment and Housing filed more than 22,500 civil rights cases. Prior to being appointed to lead the Agency, Ms. Podesta served as the Director of External and International Affairs for Governor Brown. She directed outreach, communication and partnerships with stakeholder groups, and provided key support for the Governor’s special projects. In addition, Ms. Podesta was the Governor’s lead representative on international affairs and served as Chief of Protocol.

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Joshua Rosen. Mr. Rosen has been a Board member since February 1, 2023 and is a director nominee of BaM I, A Series of Bengal Catalyst Fund SPV, LP (“Bengal”) pursuant to the Securities Purchase Agreement between Bengal and the Company, dated December 19, 2022, whereby until the later of (a) the repayment or conversion of the principal amount of the debenture purchased by Bengal from the Company, and (b) Bengal (or any of its affiliates) ceasing to own at least 10% of the issued and outstanding common stock of the Company on an as-converted-basis in the aggregate, Bengal shall be entitled to nominate one (1) director to the Board of Directors. Mr. Rosen is the Interim President of Goodness Growth Holdings Inc. (Dec. 5, 2022 to present) and has been serving as a director of Goodness Growth Holdings Inc. since August 2021. Mr. Rosen also serves as the Managing Partner of Bengal Capital, a cannabis investment and advisory firm since December 2020.  From 2011 to May of 2021, Mr. Rosen was a director of 4Front Ventures Corporation and was previously the Executive Chairman and CEO of 4Front and its predecessor companies, having founded 4Front in 2011. Previously, Mr. Rosen gained private equity experience managing the investment arm for a large Phoenix-based family office and also worked extensively in the public markets as an equity analyst having held positions at Credit Suisse and ABN AMRO Bank N.V.  Mr. Rosen is also on the Board of Managers of Ninety Plus Coffee, LLC.  Mr. Rosen holds a Bachelor of Arts in Economics and Philosophy from Beloit College.

The following describes the business experience of the non-director officerofficers of the Company:

Dong Shim. Mr. Shim was a Board member from December 15, 2016 to February 1, 2023 and was appointed as the Chief Financial Officer of the Company on August 21, 2019. Mr. Shim is a partner and founder of Shim & Associates LLP (June 2013 to present) and Golden Tree Capital Corp. (November 2015 to present) providing accounting and other business advisory services to numerous companies in various industries. Mr. Shim is a director of National Securities Administrators Ltd. (May 2017 to present), Chief Financial Officer for E-Play Digital Inc. (November 2016 to present), Chief Financial Officer for Arizona Silver Exploration Inc. (August 2017 to present), Chief Financial Officer for Canamex Resources Corp. (August 2017 to present), Chief Financial Officer for Mission Ready Solutions Inc. (June 2017 to present), Chief Financial Officer for Organimax Nutrient Corp. (April 2018 to present), Chief Financial Officer for Avricore Health Inc. (February 2018 to September 2018), and interim Chief Financial Officer of Reliq Health Technologies Inc. (November 2018 to March 2020).

Darren Tindale.  Mr. Tindale was our Chief Financial Officer from March 6, 2017 to August 20, 2019 and has been our Corporate Secretary since August 20, 2019.  Mr. Tindale brings over 17 years of financial accounting and management experience and has worked for both public and private companies. Mr. Tindale has served as Chief Financial Officer for numerous TSX Venture listed companies.

Term of Office

All of our directors, when elected, hold office until the next annual meeting of our stockholders or until their successors are elected and qualified.  Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.

Significant Employees

There are no significant employees of the Company other than our executive officers who provide their services on a consulting basis.  Our operating subsidiaries have an aggregate of 101127 employees at all of our locations.

Family Relationships

There is no family relationship between any of our executive officers or directors.

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Involvement in Certain Legal Proceedings

Except as disclosed in this proxy statement, during the past ten years none of the following events have occurred with respect to any of our directors and officers:

	1.	A petition under any legislation relating to bankruptcy laws or insolvency laws was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	ii.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	ii.	Engaging in any type of business practice; or
	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of applicable securities legislation, whether federal, state or provincial or any applicable commodities legislation;

4.

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

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7.

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or
	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the U.S. Securities Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.

Meetings of Directors during the last Fiscal Year ended July 31, 20212022

The Company’s Board of Directors held 136 meetings in person, by teleconference or summaries of actions during the fiscal year ended July 31, 20212022 (“Fiscal 20212022”).  No director attended fewer than 92%100% of the total number of the meetings of the Board of Directors held during Fiscal 2021.2022.

The Company does not have a formal policy with respect to director attendance at annual stockholders’ meetings; however, all directors are encouraged to attend.  It is anticipated that five directors will attend the 20212023 annual meeting of stockholders in person or by teleconference.

Board Independence

The Board of Directors has determined that Brent Reuter and Alexis Podesta each qualify as independent directors under the listing standards of the NYSE American.  Messrs. Mills Shim and Hoffman are not considered independent directors as they are each an officer of the Company.Company and Mr. Rosen is not considered an independent director due to his relationship with Bengal Impact Partners, LLC and BAM I, A Series of Bengal Catalyst Fund SPV, LP, a significant investor.  

Board Committees

Nominating Committee

We do not have a Nominating Committee and our Board of Directors as a whole is responsible for identifying and nominating qualified individuals to our Board of Directors. Since our formation we have relied upon the personal relationships of our President and directors to attract individuals to our Board of Directors.

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Our Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

We do not have a policy regarding the consideration of any director candidates, which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any such policies, as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given the size and capitalization of our Company, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

Compensation Committee

Our Compensation Committee is comprised of Mr. Reuter, Mr. Hoffman and Ms. Podesta.  This committee reviews and recommends to our Board of Directors the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us.

Audit Committee

The Audit Committee is comprised of Mr. Shim,Rosen, Mr. Reuter and Ms. Podesta.

Our Board of Directors has determined that we have at least one financial expert.expert on the Audit Committee.  Mr. Reuter and Ms. Podesta are considered independent.

An audit committee financial expert means a person who has the following attributes:

	(a)	An understanding of generally accepted accounting principles and financial statements;
	(b)	The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

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The audit committee’s primary function is to provide advice with respect to our financial matters and to assist the Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting and legal compliance.  The audit committee’s primary duties and responsibilities are to:

	·	serve as an independent and objective party to monitor our financial reporting process and internal control system;
	·	review and appraise the audit efforts of our independent accountants;
	·	evaluate our quarterly financial performance as well as our compliance with laws and regulations;
	·	oversee management’s establishment and enforcement of financial policies and business practices; and
	·	provide an open avenue of communication among the independent accountants, management and the Board of Directors.

Stockholder Communications

Stockholders may contact an individual director, the Board of Directors as a group or a specified Board of Directors’ committee or group, including any non-employee directors as a group, either by: (i) writing to Body and Mind Inc., c/o Suite 750, 1095 West Pender Street, Vancouver, British Columbia V6E 2M6, Canada, Attention: Corporate Secretary; or (ii) sending an e-mail message to ir@bodyandmind.com.ir@bodyandmind.com.

Our Corporate Secretary will conduct an initial review of all such stockholder communications and will forward the communications to the persons to whom it is addressed, or if no addressee is specified, to our President and CEO, the appropriate members of the Board of Directors or the entire Board of Directors depending on the nature of the communication.  Such communications will be assessed by the recipients as soon as reasonably practicable taking into consideration the nature of the communication and whether expedited review is appropriate.

Certain Relationships and Related Party Transactions

Except as described herein, none of the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

	·	any of our directors or officers;
	·	any person proposed as a nominee for election as a director;
	·	any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or
	·	any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

Related Party Transactions during the year ended July 31, 20212022

		Accounts Payable				Consulting Fees
Dong Shim (CFO)		$	10,780			$	134,693
Darren Tindale (Former CFO & Corporate Secretary)		$	18,898			$	87,748
Michael Mills (President & CEO)		$	102,480			$	284,533

Included in stock-based compensation for the year ended July 31, 20212022 is $673,097 (2020$262,180 (2021 - $691,115)$673,097) related to stock options issued to directors and officers of the Company.

Our Board reviews any proposed transaction involving Related Parties and considers whether such transactions are fair and reasonable and in the Company’s best interests.

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Conflicts of Interest

To our knowledge, and other than as disclosed in this Proxy Statement, there are currently no known existing or potential conflicts of interest among us, our promoters, directors and officers, or other members of management, or any proposed director, officer or other member of management as a result of their outside business interests, except that certain of the directors and officers serve as directors and officers of other companies and, therefore, it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC.  Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act.  Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended July 31, 2021,2022, except as follows:

Name		Position Held		Late or Unfiled Report
Michael Mills		President, CEO and Director		Form 4 filed late
Stephen Hoffman		COO and Director		Form 4 filed late
Alexis Podesta		Director		Form 3 filed late
Australis Capital Inc.		Shareholder		49Two Form 4s filed late

EXECUTIVE COMPENSATION

General

For the purposes of this section:

“CEO” means an individual who acted as the Chief Executive Officer of Body and Mind, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as the Chief Financial Officer of Body and Mind, or acted in a similar capacity, for any part of the most recently completed financial year;

“incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan;

“NEO” means each of the following individuals:

	(a)	a CEO;
	(b)	a CFO;

	(c)	each of Body and Mind’s three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
	(d)	each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of Body and Mind, nor acting in a similar capacity, at the end of that financial year;

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“option-based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features; and

“share-based award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Compensation Discussion and Analysis

Compensation Program Objectives

We have not established a strategy for setting executive salary levels, creating standards we apply in setting compensation levels or what factors we intend to encourage by establishing compensation levels. Since we acquired NMG, raised equity capital and have been generating revenues from the sale of our products, we have been compensating our NEOs at levels comparable to executive officers of companies within our industry at similar stages of growth.

Our Compensation Committee reviews and recommends to our Board of Directors the salaries, and benefits of all employees, consultants, directors and other individuals compensated by us. The Board of Directors assumes responsibility for reviewing the recommendations of the Compensation Committee and monitoring the long-range compensation strategy for our senior management. The Compensation Committee and the Board of Directors reviews the compensation of senior management on a semi-annual basis taking into account compensation paid by other issuers of similar size and activity. The Compensation Committee and the Board of Directors receives independent competitive market information on compensation levels for executives. It uses salary data of comparable private and public companies as a benchmark for setting executive compensation. This data is obtained from various sources including online research and market surveys.

Although permitted, at this time no NEO or director has or intends to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Elements of the Compensation Program

The total compensation plan for NEOs consists of a base compensation structure and equity-based compensation program in the form of stock options.  The compensation program for our senior management is designed with a view that the level and form of compensation achieves certain objectives, including:

	(a)	attracting and retaining qualified executives;
	(b)	motivating the short and long-term performance of these executives; and
	(c)	better aligning their interests with those of the Company’s shareholders.

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In compensating our senior management, we have arranged for equity participation through our 2012 Incentive Stock Option Plan.

Base Salary

The base salary component of NEO compensation is intended to provide a fixed level of competitive pay that reflects each NEO’s primary duties and responsibilities. The policy of Body and Mind is that salaries for its NEOs are competitive within its industry and generally set at the median salary level among entities its size.

Stock Options

On February 9, 2022,3, 2023, our Board of Directors adopted the 20222023 Stock and Incentive Plan (the “2022“2023 Stock and Incentive Plan”Plan”).  The purpose of the 20222023 Stock and Incentive Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash‑based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

The 20222023 Stock and Incentive Plan supersedes, replaces and is in substitution for the Company’s 2012 Incentive Stock Option Plan, which was originally ratified by the Board on October 25, 2012, as was ratified by the stockholders of the Company at the Company’s annual meeting held on December 10, 2012.  There are 9,253,0007,553,000 stock options outstanding under the 2012 Incentive and Stock Option Plan as of the date of adoption of the 20222023 Stock and Incentive Plan, which will be covered under the 20222023 Stock and Incentive Plan, and which is subject to the approval of the stockholders at this Annual Meeting.

Previous grants will be taken into account when considering new grants under the 20222023 Stock and Incentive Plan and a maximum of 22,669,89225,000,000 common shares may be issued under all awards under the 20222023 Stock and Incentive Plan.

Compensation Governance

Our Compensation Committee is responsible for recommending to our Board of Directors the compensation to be paid to our directors and executive officers.  We do not have any formal compensation policies and the practices adopted by the Compensation Committed and our Board of Directors to determine the compensation for our directors and executive officers is described above.

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Summary Compensation Table

Michael Mills, our President, Chief Executive Officer and director, Dong Shim, our Chief Financial Officer, and director, Darren Tindale, our Corporate Secretary and former Chief Financial Officer, and Stephen Hoffman, our Chief Operating Officer and director are NEOs for the purposes of the following disclosure.

The compensation for those NEOs, directly or indirectly, for our most recently completed financial years ended July 31, 20212022 and 20202021 are as follows:

Notes:

	(1)	Mr. Mills was appointed a President and Interim CEO on Aug. 21, 2019.  Mr. Mills was elected as a director on January 23, 2020 and was appointed full-time CEO on April 30, 2020.
	(2)	Mr. Shim was appointed CFO and a director in December 2016. He resigned as CFO on March 6, 2017 and was reappointed as interim CEO in August 2017 and resigned as interim CEO on November 14, 2017 when Mr. Clough was appointed as CEO.2017.  Mr. Shim was appointed CFO on August 21, 2019.  Mr. Shim resigned as a director on February 1, 2023.
	(3)	Mr. Tindale was appointed CFO on March 7, 2017.  Mr. Tindale resigned as the CFO on August 21, 2019 and was appointed Corporate Secretary on the same date.
	(4)	Mr. Hoffman was appointed COO on November 15, 2018 and was appointed as a director on March 1, 2020. The salary figures for Mr. Hoffman are actually paid in US$ and we have converted them to CAD$ in the table using the Bank of Canada average annual exchange rate for the year ended July 31, 2021 of US$1.00 = CAD$1.2741 and for the year ended July 31, 2020 of US$1.00 = CAD$1.3462.

During our most recently completed financial years ended July 31, 20212022 and 2020,2021, we did not pay any other executive compensation to our NEOs.

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Incentive Plan Awards

The stock options to purchase shares of our common stock that we granted to our NEOs during the fiscal year ended July 31, 20212022 was on March 6,November 30, 2021 as set out in the table below.

	Date of Option Grant	# of Options	Fair Value (CAD$)
Michael Mills	November 30, 2021	224,000	62,962
Stephen Hoffman	November 30, 2021	224,000	62,962

Outstanding Equity Awards Held by Named Executive Officers at Fiscal Year End

The following table sets forth information as of July 31, 2021,2022, relating to outstanding equity awards held by each NEO:

Outstanding Equity Awards at Year End

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexer- cised Options (#) (exercise- able)

Number of Securities Underlying Unexer- cised Options (#) (unexer- ciseable)

Equity  Incentive Plan Awards: Number of Securities Underlying Unexer- cised Unearned Options (#)

Option Exercise Price (CAD$)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Michael Mills(1)

175,000 100,000 187,500250,000 150,000200,000 137,500275,000 N/A125,000

56,000

N/A N/A 62,500N/A 50,000N/A 137,500N/A 250,000125,000

168,000

N/A N/A N/A N/A N/A N/A

N/A

0.41 0.57 0.88 0.88 0.67 0.68

0.44

06/06/2023 12/10/2023 08/21/2024 01/23/2025 04/30/2025 03/06/2026

11/30/2026

N/A

N/A

N/A

N/A

N/A

Dong Shim(2)

200,000 250,000 187,500250,000 100,000200,000 N/A

125,000

N/A N/A 62,500N/A 100,000N/A 250,000

125,000

N/A N/A N/A N/A N/A

0.66 0.57 0.88 0.67 0.68

11/24/2022 12/10/2023 08/21/2024 04/30/2025 03/06/2026

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Darren Tindale (3)

200,000 250,000 187,500250,000 25,00050,000 N/A

50,000

N/A N/A 62,500N/A 25,000N/A 100,000

50,000

N/A N/A N/A N/A N/A

0.66 0.57 0.88 0.67 0.68

11/24/2022 12/10/2023 08/21/2024 04/30/2025 03/06/2026

N/A

N/A

N/A

N/A

N/A

N/A

Stephen Hoffman (4)

175,000 262,500350,000 250,000 250,000 125,000 125,000 N/A

56,000

N/A 87,500N/A N/A N/A 125,000 125,000 250,000

168,000

N/A N/A N/A N/A N/A

N/A

0.57 0.88 0.405 0.67 0.68

0.44

12/10/2023 08/21/2024 03/01/2025 04/30/2025 03/06/2026

11/30/2026

N/A

N/A

N/A

N/A

N/A

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Notes:

	(1)	Mr. Mills was appointed a President and Interim CEO on Aug. 21, 2019.  Mr. Mills was elected as a director on January 23, 2020 and was appointed full-time CEO on April 30, 2020.
	(2)	Mr. Shim was appointed CFO and a director in December 2016. He resigned as CFO on March 6, 2017 and was reappointed as interim CEO in August 2017 and resigned as interim CEO on November 14, 2017 when Mr. Clough was appointed as CEO.2017.  Mr. Shim was appointed CFO on August 21, 2019.  Mr. Shim resigned as a director on February 1, 2023.
	(3)	Mr. Tindale was appointed CFO on March 7, 2017.  Mr. Tindale resigned as the CFO on August 21, 2019 and was appointed Corporate Secretary on the same date.
	(4)	Mr. Hoffman was appointed COO on November 15, 2018 and appointed as a director on March 1, 2020.

Pension Plan Benefits

We have no pension plans that provide for payments or benefits at, following or in connection with retirement.

Director Compensation

We do not currently provide any compensation to our directors in their capacity as such. As a result, none of our directors received any cash compensation in any form during our most recently completed financial year.  However, on March 6, 2021,During the fiscal year ended July 31, 2022, we granteddid not grant stock options to the following directors, which haswere not already been disclosed above as stock options granted to NEOs:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

THE ELECTION OF THE DIRECTOR NOMINEES SET FORTH ABOVE

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PROPOSAL NUMBER TWO:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Sadler, Gibb & Associates, LLC (“Sadler”), certified public accountants of 344 W 13800 S, Draper, UT 84020, have been selected as the independent registered public accountants of the Company for the fiscal year ending July 31, 2022. Our former independent registered public accountants, Marcum LLP (“Marcum”),2023. Sadler audited the Company’s financial statements for the fiscal yearyears ended July 31, 2020.2022 and 2021.  

Representatives of Sadler and Marcum will not be present at the Annual Meeting.

On March 24, 2021, our Board of Directors as well as our Audit Committee approved and authorized the dismissal of Marcum as its independent registered public accounting firm. On the same date, our Board of Directors as well as our Audit Committee approved and authorized the engagement of the accounting firm of Sadler, as the Company’s new independent registered public accounting firm.

Marcum’s report on our financial statements dated December 15, 2020, for the fiscal year ended July 31, 2020, did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audit of our financial statements for the fiscal year ended July 31, 2020, and in the subsequent interim period through the effective date of dismissal on March 24, 2021, there were no disagreements, resolved or not, with Marcum on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such year.

During the Company’s fiscal year ended July 31, 2020 and the period through the effective date of dismissal of Marcum on March 24, 2021, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided Marcum with a copy of our current report on Form 8-K prior to its filing with the Securities and Exchange Commission on March 29, 2021, and requested that Marcum furnish us with a letter addressed to the Securities and Exchange Commission stating whether Marcum agrees with the statements made in such current report on Form 8-K, and if not, stating the aspects with which it does not agree. The letter from Marcum, dated March 26, 2021, is filed as Exhibit 16.1 to our current report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2021.

During the two most recent fiscal years and the subsequent interim period through the effective date of appointment of Sadler on March 24, 2021, we had not, nor had any person on our behalf, consulted with Sadler regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor had Sadler provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.

In the event ratification by the stockholders of the appointment of Sadler as the Company’s independent registered public accountants is not obtained, our Board of Directors will reconsider such appointment.

Principal Accountant Fees and Services

The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our current and prior principal accountants:

		2022				2021
Audit fees		$	279,920			$	225,850
Audit-related fees		$	107,560				4,858
Tax fees		Nil				Nil
All other fees		Nil				Nil
Total fees paid or accrued to our principal accountants		$	387,480			$	230,708

Audit Fees

Audit fees are the aggregate fees billed for professional services rendered by our independent auditors for the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports and services provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not described in the preceding category.

Tax Fees

Tax fees are billed by our independent auditors for tax compliance, tax advice and tax planning.

All Other Fees

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.

Pre-Approval of Services by the Independent Auditor

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’scommittee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL TO RATIFY THE APPOINTMENT OF SADLER, GIBB & ASSOCIATES, LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JULY 31, 20222023

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PROPOSAL NUMBER THREE:

APPROVAL OF THE 20222023 STOCK AND INCENTIVE PLAN

At the Annual Meeting the Board of Directors will seek shareholder ratification and approval of the 20222023 Stock and Incentive Plan to authorize up to 22,669,89225,000,000 shares of our common stock for issuance pursuant to awards as described below.

Summary of 20222023 Stock and Incentive Plan

Background and Purpose

On February 9,3, 2022, our Board of Directors adopted our 20222023 Stock and Incentive Plan (the “Plan”), subject to, and effective upon, the approval of shareholders at the 2022 annual general meeting.Annual Meeting. The Plan provides flexibility to the Company to grant equity-based incentive awards (each, an “Award”) in the form of Options, Stock Appreciation Rights (“SARs”), Restricted Stock and Restricted Stock Units (“RSUs”), Performance Awards, Dividend Equivalents and Other Stock-Based Awards, as described in further detail below. All future grants of equity-based Awards will be made pursuant to, or as otherwise permitted by, the Plan, and no further equity-based awards will be made pursuant to the Company’s prior Incentive Stock Option Plan. The Plan supersedes and replaces the Company’s 2012 Incentive Stock Option Plan, dated as originally adopted by the Board of Directors on October 25, 2012, and ratified by the shareholders of the Company at the Company’s annual general meeting held on December 10, 2012.

The purpose of the Plan is to is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash‑based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

Key Terms of the Plan

Shares Subject to the Plan

The Plan is a fixed number share plan which provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of Awards granted under it shall not exceed 22,669,89225,000,000 shares of common stock (“Common Shares”), subject to the adjustment provisions provided for therein (including those that apply in the event of a subdivision or consolidation of Common Shares) required to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such maximum number of Common Shares consists of (i) 9,253,0007,553,000 Common Shares issuable pursuant to Awards previously granted and that remain outstanding under the Company’s Incentive Stock Option Plan, which Awards will be covered by the Plan upon its ratification by the shareholders, and (ii) 13,416,89217,447,000 additional Common Shares that may be issued pursuant to Awards to be granted under the Plan.

Administration of the Plan

The Plan will be administered by the Compensation Committee of the Board of Directors, subject to the ability of the Compensation Committee to delegate to directors or officers of the Company the authority to grant Awards. However, the Board of Directors retain the power and authority to administer the Plan without further action by the Compensation Committee in certain circumstances.

- 26 --23-

Under the Plan, the Compensation Committee has the power and authority to designate Participants (as defined in the Plan), determine the type of Awards to be granted to each Participant, determine the number of Common shares to be covered by each Award, determine the terms and conditions or any Award or Award Agreement (as defined in the Plan), amend the terms and conditions of any Award or Award Agreement, accelerate the exercisability of any Award, and determine whether and to what extent and under what circumstances Awards may be exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited or suspended.

In addition, the Compensation Committee interprets and administers the Plan, and any instrument or agreement relating to it. The Compensation Committee may establish, amend, suspend or waive rules and regulations, and appoint agents it deems appropriate for the proper administration of the Plan. Furthermore, the Compensation Committee may adopt modifications, rules, procedures and subplans to comply with applicable laws, or make any determination and take any action for the administration of the Plan.

Eligibility

All employees, officers, directors and consultants that provide services to the Company or any Affiliate (as defined in the Plan), or any such persons to whom the Company or any Affiliate makes an offer of employment or engagement, are eligible to participate in the Plan. In determining eligibility, the Compensation Committee may consider the nature of the services rendered by such persons, the present and potential contributions to the success of the Company by such persons, and/or other factors that the Compensation Committee deems relevant, in its discretion. However, an Incentive Stock Option (as defined in the Plan), may only be granted to employees and may not be granted to an employee of an Affiliate (as defined in the Plan) unless such Affiliate is also a “subsidiary corporation” of the Company with the meaning of Section 424(f) of the U.S. Internal Revenue Code of 1986 (the “Code”), as amended from time to time, and any regulations promulgated thereunder.

Types of Awards

Awards of Options, SARs, Restricted Stock and RSUs, Performance Awards, Dividend Equivalents and Other Stock-Based Awards may be made under the Plan. All of the Awards described below are subject to the terms, conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Compensation Committee, in its sole discretion, subject to such limitations provided in the Plan, and will generally be evidenced by an Award Agreement. In addition, subject to the limitations provided in the Plan and in accordance with applicable law, the Compensation Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards and waive any condition imposed with respect to Awards or Common Shares issued pursuant to Awards.

Options

An Option entitles a holder thereof to purchase a prescribed number of treasury Common Shares at an exercise price set at the time of the grant. The Compensation Committee will establish the exercise price at the time each Option is granted, which exercise price must in all cases be not less than the “Fair Market Value”. For the purposes of establishing the exercise price of any Options, the Fair Market Value will be the greater of the closing market price of the Common Shares on the Canadian Securities Exchange on (i) the trading day prior to the date of grant and (ii) the date of grant of the Options. The term of each Option shall be fixed by the Compensation Committee at the date of grant but shall not be longer than 10 years from the date of grant, subject to any automatic extension in certain circumstances described in the Plan. The Compensation Committee will determine the time at which an Option may be exercised in whole or in part and the method by which payment of the exercise price may be made.

- 27 --24-

Additional provisions will apply to Options intended to qualify as an Incentive Stock Options, including: (i) the maximum number of Common Shares that may be issued pursuant to Incentive Stock Options will not exceed 22,669,892,25,000,000, subject to adjustment under the Plan; (ii) all Incentive Stock Options must be granted within ten years from the date on which the Plan was adopted by the Board of Directors; (iii) all Incentive Stock Options will expire no later than ten years after the date of grant, and no later than five years if the Inventive Stock Option was granted to a Participant who at the time of grant owned stock possessing more than 10% of the combined voting power of all classes of stock of the Company or its Affiliates; (iv) if the Participant owned stock possessing more than 10% of the combined voting power of all classes of stock of the Company or its Affiliates at the time of grant, the exercise price will not be less than 110% of the Fair Market Value; and (v) any Incentive Stock Option will contain any provisions the Compensation Committee deems advisable and will be consistent with all provisions required in order to qualify as an Incentive Stock Option.

SARs

An SAR granted under the Plan shall confer on the holder thereof a right to receive upon exercise of the SAR the excess of (i) the Fair Market Value (as defined in the Plan) of one Common Share on the date of exercise over (ii) the grant price of the SAR as specified by the Compensation Committee, which price shall generally not be less than the Fair Market Value of one Common Share on the date of grant of the SAR.

RSUs

An RSU is a unit evidencing the right to receive a Common Share, or a cash payment equal to the Fair Market Value of a Common Share, at some future date, provided that in the case of Participants who are liable to taxation under the Income Tax Act (Canada) in respect of amounts payable under the Plan, that such date is not later than December 31^st of the third calendar year following the year services were performed in respect of the corresponding RSU awarded. Common Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Compensation Committee may impose (including, without limitation, any limitation on the right to vote a Common Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Compensation Committee may deem appropriate, subject to limitations described in Section 6(e) of the Plan.

Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Compensation Committee may deem appropriate. Common Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered to the Participant promptly after the applicable restrictions lapse or are waived. In the case of RSUs, no Common Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to RSUs evidencing the right to receive Common Shares, such Common Shares shall be issued and delivered to the holder of the RSUs.

Except as otherwise determined by the Compensation Committee or as provided in an Award Agreement, upon a Participant’s termination of employment or service or resignation or removal as a director during the applicable restriction period, all Common Shares of Restricted Stock and all RSUs held by such Participant at such time will be forfeited and reacquired by the Company for cancellation at no cost to the Company. However, the Compensation Committee may waive any or all remaining restrictions.

Performance Awards

A Performance Award granted under the Plan (i) may be denominated or payable in cash, Common Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more objective performance goals during such performance periods as the Compensation Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Compensation Committee.

-25-

Dividend Equivalents

Dividend Equivalents are entitlements to receive payments (in cash, Common Shares, other securities, other Awards or other property as determined in the discretion of the Compensation Committee) equivalent to the amount of cash dividends paid by the Company to holders of Common Shares with respect to a number of Common Shares determined by the Compensation Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Compensation Committee shall determine. However, the Compensation Committee may not grant Dividend Equivalents to Participants in connection with grants of Options, SARs or other Awards the value of which is based solely on an increase in the value of the Common Shares after the date of grant of such Award, and (ii) dividend and Dividend Equivalent amounts may be accrued but shall not be paid unless and until the date on which all conditions or restrictions relating to such Award have been satisfied, waived or lapsed.

Other Stock-Based Awards

Other Stock-Based Awards are other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares), as are deemed by the Compensation Committee to be consistent with the purpose of the Plan. The Compensation Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement. Such Other Stock-Based Awards shall not contain a purchase right or an option‑like exercise feature

General Terms of Awards

Consideration

Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Compensation Committee or required by applicable law.

Limits on Transfer

Except as otherwise provided by the Compensation Committee in its discretion and fully-vested and unrestricted Common Shares issued pursuant to any Award, no Award nor any right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution. Additionally, no Award nor any right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Where the Compensation Committee does permit the transfer of an Award other than a fully vested and unrestricted Common Share, such permitted transfer shall be for no value and in accordance with all applicable securities rules. The Compensation Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death.

- 29 --26-

Restrictions

All Common Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof will be subject to such restrictions as the Compensation Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Compensation Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Common Shares or other securities to reflect such restrictions. The Company shall not be required to deliver any Common Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

Prohibition on Option and SAR Repricing

Except as provided in Section 4(c) of the Plan, the Compensation Committee may not, without prior approval of the Company’s shareholders and applicable stock exchange approval, seek to effect any repricing of any previously granted, “underwater” Option or SAR by: (i) amending or modifying the terms of the Option or SAR to lower the exercise price; (ii) canceling the underwater Option or SAR and granting either (A) replacement Options or SARs having a lower exercise price; or (B) Restricted Stock, RSUs, Performance Award or Other Stock‑Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities. An Option or SAR will be deemed to be “underwater” at any time when the Fair Market Value of the Common Shares covered by such Award is less than the exercise price of the Award.

Section 409A of the Code

To the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A of the Code and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change in control or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Compensation Committee determines in good faith that (i) the circumstances giving rise to such change in control event, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a “specified employee” under the Code (as determined by the Compensation Committee in good faith) on account of separation from service may not be made before the date which is six months after the date of the specified employee’s separation from service (or if earlier, upon the specified employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.

Acceleration of Vesting or Exercisability

No Award Agreement will accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in connection with a change-in-control event, unless such acceleration occurs at or upon the consummation of such change-in-control event.

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Amendment and Termination

Amendments to the Plan and Awards

The Board of Directors may from time to time amend, suspend or terminate the Plan, and the Compensation Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange. The Board of Directors may amend, suspend, terminate or discontinue the Plan, and the Compensation Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of shareholders of the Company in order to:

	(i)	amend the eligibility for, and limitations or conditions imposed upon, participation in the Plan;
	(ii)	amend any terms relating to the granting or exercise of Awards, or otherwise waive any conditions or rights of the Company under any outstanding Award, prospectively or retroactively;
	(iii)	make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange; and
	(iv)	amend any terms relating to the administration of the Plan.

Prior approval of the shareholders of the Company is required for any amendment to the Plan or an Award that would:

	(i)	require shareholder approval under the rules or regulations of securities exchange that is applicable to the Company;
	(ii)	increase the number of shares authorized under the Plan;
	(iii)	permit repricing of Options or SARs;
	(iv)	permit the award of Options or SARs at a price less than the Fair Market Value of a Common Share on the date of grant of such Option or SAR;
	(v)	permit Options to be transferable other than as provided in Section 6(g)(ii) of the Plan;
	(vi)	amend Section 7(a) (the amendment and termination provisions) of the Plan; or
	(vii)	increase the maximum term permitted for Options and Stock Appreciation Rights or extend the terms of any Options beyond their original expiry date.

Corporate Transactions

In the event of any reorganization, amalgamation, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Common Shares or other securities of the Company or any other similar corporate transaction or event involving the Company, the Compensation Committee or the Board of Directors may, in its sole discretion, provide for any of the following upon the consummation of the event:

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	(i)	the termination the Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights;
	(ii)	the replacement of the Award with other rights or property selected by the Compensation Committee or the Board of Directors;
	(iii)	the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
	(iv)	the Award be exercisable or payable or fully vested with respect to all Common Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement, subject to Section 6(g)(vi) of the Plan; or
	(v)	the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event.

Correction of Defects, Omissions and Inconsistencies

The Compensation Committee may, without prior approval of the shareholders of the Company, correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement.

Clawback or Recoupment

All Awards under the Plan will be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.

Term

The Plan will terminate on the earlier of (i) February 9, 2032,3, 2033, or (ii) the tenth anniversary of the date the Plan is approved by the shareholders of the Company, or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted before that time may extend beyond such dates, and the authority of the Compensation Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board of Directors to amend the Plan, will extend beyond the termination of the Plan.

A copy of the Plan will be available for inspection at the Meeting.

The foregoing summary of the key terms of the 20222023 Stock and Incentive Plan is not complete and is qualified in its entirety by reference to the 20222023 Stock and Incentive Plan, a copy of which has been included as Schedule A to this Proxy Statement regarding this matter as filed electronically with the SEC, which is available under the Company’s filings at www.sec.govwww.sec.gov..

Resolution for Stockholder Approval of 20222023 Stock and Incentive Plan

Accordingly, the Company is asking our stockholders to indicate their support for ratification and approval of the 20222023 Stock and Incentive Plan as described in this Proxy Statement by voting “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders hereby ratify and approve the 20222023 Stock and Incentive Plan of the Company with immediate effect.”

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL TO RATIFY AND APPROVE THE 20222023 STOCK AND INCENTIVE PLAN.

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PROPOSAL NUMBER FOUR:

NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, we are providing the Company’s stockholders with the opportunity to vote on a non-binding advisory resolution to approve the compensation of the Company’s Named Executive Officers as described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. This Proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific Named Executive Officer, but rather the overall compensation of all of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.

Our Board of Directors has determined to hold such votes on an annual basis until the next vote on the frequency of say-on-pay votes. Accordingly, the next say-on-pay vote will be held at the Company’s annual meeting of stockholders to be held in 2023.2024.

The say-on-pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee or our Board of Directors. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we may communicate directly with stockholders to better understand the concerns that influenced the vote, but in all events we will consider our stockholders’ concerns and will share them with the Compensation Committee which will evaluate whether any actions are necessary to address those concerns.

The key points of our executive compensation program are set forth in the “Executive Compensation” section of this Proxy Statement.

Stockholder Approval of Say-on-Pay Resolution

We believe that the information provided above and within the Executive Compensation section of this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, the Company is asking our stockholders to indicate their support for our Named Executive Officer compensation as described in this Proxy Statement by voting “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Company’s Proxy Statement for this Annual Meeting of Stockholders.”

Adoption of this resolution will require the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes against this Proposal. Brokers and other nominee holders do not have discretion to vote uninstructed shares with respect to this Proposal. Accordingly, if brokers or other nominee holders do not receive voting instructions from beneficial owners of the shares, they will not be able to vote the shares and broker non-votes may occur with respect to this Proposal. However, broker non-votes will not affect the outcome of the voting on this Proposal because it requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting (as opposed to a majority of the shares outstanding).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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FUTURE STOCKHOLDER PROPOSALS

Stockholders who intend to submit a proposal for the annual meeting of stockholders to be held in 20232024 and desire that such proposal be included in the proxy materials for such meeting must follow the procedures prescribed by Rule 14a-8 under the Exchange Act.  To be eligible for inclusion in the proxy materials, stockholder proposals must be received at either of the Company’s principal offices by the Corporate Secretary of the Company no later than October 14, 2022.2023.  Upon receipt of such a proposal, the Company will determine whether or not to include the proposal in such proxy statement and form of proxy in accordance with applicable law.

A stockholder that wishes to present a proposal at the next annual meeting of stockholders to be held in 20232024 must submit such proposal to the Company on or before October 14, 2022,2023, or management will have discretionary authority to vote proxies received for such meeting with respect to any such proposal.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act.  We file reports, proxy statements and other information with the SEC.  You may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Section, located at One Station Place, 100 F Street, NE, Washington, DC, U.S.A., 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and other information regarding the Company.

By Order of the Board of Directors of Body and Mind Inc.

/s/ Michael Mills

Michael Mills

President and Chief Executive Officer

Dated:  February 10, 2022.7, 2023.

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Schedule A

Body and Mind Inc.

(the “Company”)

20222023 STOCK AND INCENTIVE PLAN

Section 1.         Purpose

The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash‑based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

This Plan supersedes, replaces and is in substitution for the Company’s “2012 Incentive Stock Option Plan”, dated as originally ratified by the Board of Directors of the Company on October 25, 2012, as was ratified by the shareholders of the Company at the Company’s annual meeting held on December 10, 2012. Any securities issued under the 2012 Incentive Stock Option Plan that are outstanding as of the date hereof are covered by this Plan. The maximum aggregate number of shares of the Company which may be issued pursuant to all awards under this Plan is set forth in Section 4(a) hereof.

Section 2.         Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)	“AffiliateAffiliate”” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.
(b)	“AwardAward”” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.
(c)	“Award AgreementAgreement”” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 11(b) of the Plan.
(d)	“BoardBoard”” shall mean the Board of Directors of the Company.
(e)	“CodeCode”” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.
(f)	“CommitteeCommittee”” shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan, or if no such committee is appointed, the Board itself. At any time that the Company is an SEC registrant for purposes of the Securities Act and the Exchange Act, the Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b‑3 of the Exchange Act, and each member of the Committee shall be a “non‑employee director” within the meaning of Rule 16b‑3 of the Exchange Act.

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(g)	"C“Common Shares”ommon Shares” shall mean the shares of common stock of the Company (or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan).
(h)	“CompanyCompany”” shall mean Body and Mind Inc., a Nevada company, and any successor corporation.
(i)	“ConsultantConsultant”” means, in relation to the Company, an individual or a Consultant Company, other than an Employee, Director or Officer of the Company, that:

	(i)	is engaged to provide on a continuous bona fide basis, consulting, technical, management or other services to the Company or to an Affiliate of the Company, other than services provided in relation to a distribution of securities;
	(ii)	provides the services under a written contract between the Company or the Affiliate and the individual or the Consultant Company;
	(iii)	in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate of the Company; and
	(iv)	has a relationship with the Company or an Affiliate of the Company that enables the individual to be knowledgeable about the business and affairs of the Company.

(j)	“Consultant CompanyCompany”” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner.
(k)	“CSECSE”” means the Canadian Securities Exchange.
(l)	“DirectorDirector”” shall mean a member of the Board.
(m)	“Dividend EquivalentEquivalent”” shall mean any right granted under Section 6(e) of the Plan.
(n)	“Effective DateDate”” shall mean the date set forth in Section 13 of the Plan.
(o)	“Eligible PersonPerson”” shall mean any employee, officer, Non‑Employee Director, or Consultant providing services to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is extended.
(p)	“Exchange ActAct”” shall mean the U.S. Securities Exchange Act of 1934, as amended.

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(q)

“Fair Market ValueValue”” with respect to one Common Share as of any date shall mean (a) if the Common Shares are listed on the CSE or any established stock exchange, the price of one Common Share at the close of the regular trading session of such market or exchange on the last trading day prior to such date, and if no sale of Common Shares shall have occurred on such date, on the next preceding date on which there was a sale of Common Shares. Notwithstanding the foregoing, in the event that the Common Shares are listed on the CSE, for the purposes of establishing the exercise price of any Options, the Fair Market Value shall not be lower than the greater of the closing market price of the Common Shares on the CSE on (i) the trading day prior to the date of grant of the Options, and (ii) the date of grant of the Options; (b) if the Common Shares are not so listed on the CSE or any established stock exchange, the average of the closing “bid” and “asked” prices quoted by the OTC Markets Group, Inc., the National Quotation Bureau, or any comparable reporting service on such date or, if there are no quoted “bid” and “asked” prices on such date, on the next preceding date for which there are such quotes for a Common Share; or (c) if the Common Shares are not publicly traded as of such date, the per share value of one Common Share, as determined by the Board, or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto.