Mind Medicine (MindMed) Inc. Completes Reverse Takeover Transaction

TORONTO, Feb. 28, 2020 /CNW/ -- Mind Medicine (MindMed) Inc. (the "Company" or "MindMed") (formerly Broadway Gold Mining Ltd. ("Broadway")) is pleased to announce the completion of its previously announced reverse takeover transaction (the "Transaction") by the shareholders of Mind Medicine, Inc. ("MindMed PrivateCo") by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") pursuant to the terms of an arrangement agreement entered into on October 15, 2019, as amended (the "Arrangement Agreement") between the Company, Madison Metals Inc. ("SpinCo"), Broadway Delaware Subco Inc. ("Delaware Subco") and MindMed PrivateCo.

The Arrangement

Name Change, Consolidation and Change in Share Classes

Immediately prior to the closing of the Transaction and in connection with the Arrangement, Broadway: (a) consolidated its common shares on an eight-for-one basis (the "Consolidation"), (b) changed its name to "Mind Medicine (MindMed) Inc." (the "Name Change"), (c) reclassified its post-Consolidation common shares as subordinate voting shares (the "Subordinate Voting Shares") and (d) created a new class of multiple voting shares (the "Multiple Voting Shares") ((c) and (d) together, the "Share Capital Amendment"). The Company's registered shareholders are entitled to receive replacement share certificates evidencing the Consolidation, Name Change and Share Capital Amendment (the "Replacement Shares").

Merger of Mind Medicine Inc. and Delaware Subco

Further to the terms of the Arrangement, Delaware Subco merged with MindMed PrivateCo under the corporate laws of Delaware. All outstanding Class B common shares ("Class B Shares"), Class C common shares ("Class C Shares") and Class D common shares ("Class D Shares") of MindMed PrivateCo were exchanged for Class A common shares of MindMed PrivateCo ("Class A Shares"), immediately following which all Class A Shares were exchanged, on a one-for-one basis (the "Exchange Ratio"), for Multiple Voting Shares or Subordinate Voting Shares of the Company ("Resulting Issuer Shares") on a Consolidated (as defined below) basis. Such Class A Shares were then cancelled pursuant to the Arrangement, and MindMed PrivateCo issued 1,000 shares of Common Stock to the Company as consideration for issuing the Resulting Issuer Shares to the (former) MindMed PrivateCo shareholders. On closing, Savant Addiction Medicine, LLC, received Multiple Voting Shares for each share of MindMed PrivateCo that it held immediately prior to completion of the Transaction, and is currently the only holder of Multiple Voting Shares. All other former MindMed PrivateCo shareholders received Subordinate Voting Shares. Additionally, all convertible securities of MindMed PrivateCo were exchanged for convertible securities of the Company on the basis of the Exchange Ratio.

As part of the Arrangement, the Spin-Out Transaction (further described below) was also completed.

Concurrent Financings

MindMed PrivateCo also completed its previously announced brokered private placement financing, in multiple tranches, of Class D Shares at a price of CAD$0.33 per share (the "Brokered Private Placement") for aggregate gross proceeds of CAD$3,812,416, as well as a concurrent non-brokered private placement financing of Class D Shares at a price of CAD$0.33 per share (the "Non-Brokered Private Placement" and, together with the Brokered Private Placement, the "MindMed PrivateCo Private Placements") for aggregate gross proceeds of CAD$28,232,252. The aggregate gross proceeds of the MindMed PrivateCo Private Placements was CAD$32,044,668.

In connection with the Brokered Private Placement, Canaccord Genuity Corp. ("Canaccord") received an aggregate cash fee of CAD$266,869 and was issued an aggregate of 808,695 broker warrants (the "Broker Warrants").  Each Broker Warrant is exercisable to acquire one Class D Share at a price of CAD$0.33 expiring 12 months from the date on which the Resulting Issuer Shares are listed on a Canadian exchange (see Neo Listing Approval below). Additionally, MindMed PrivateCo also paid a cash advisory fee of CAD$432,053 and issued 5,148,659 advisory warrants (the "Advisory Warrants") to Canaccord, and paid a cash advisory fee of US$300,000 and issued 840,000 Advisory Warrants to Eight Capital (in relation to a non-Canadian investor), in conjunction with the Non-Brokered Private Placement. Each Advisory Warrant is exercisable on the same terms and conditions as the Broker Warrants.

Upon completion of the Transaction, the Broker Warrants and Advisory Warrants were automatically exchanged for compensation warrants of the Company ("Resulting Issuer Compensation Warrants").

The net proceeds of the Brokered Private Placement are expected to be used by the Company for further non-clinical and clinical development of 18-MC in addiction with an initial focus on the opioid crisis, MindMed's LSD micro-dosing program, expanding its platform of psychedelic inspired medicines and general operations.

Consolidated Capitalization

After giving effect to the Transaction there are: (i) 255,431,252 Resulting Issuer Shares issued and outstanding (on a non-diluted basis, which number assumes for the purposes of calculation that the 550,000 Multiple Voting Shares held by Savant Addiction Medicine are treated as subordinate voting shares); (ii) 387,563 Resulting Issuer Warrants outstanding; (iii) 381,250 options to purchase Resulting Issuer Shares outstanding; and (iv) 5,957,354 Resulting Issuer Compensation Warrants outstanding.

Escrowed Securities

In connection with the closing of the Transaction, an aggregate of 90,720,000 Resulting Issuer Shares held by "principals" of the Company (which number assumes for the purposes of calculation that the 550,000 Multiple Voting Shares held by Savant Addiction Medicine, LLC are treated as subordinate voting shares) were placed into escrow pursuant to escrow agreements whereby, subject to any applicable lock-up agreement described below, 25% of such escrowed shares will be released on the date of listing the Resulting Issuer Shares on the Neo Exchange (anticipated to be on or about March 3, 2020; the "Listing Date"), and an additional 25% will be released on each of September 3, 2020, March 3, 2021 and September 3, 2021.  An additional 4,200,000 Resulting Issuer Shares are subject to an escrow, evidenced by legended stock, with the same release provisions as the escrow agreements described above.

In connection with the Brokered Private Placement, 28 shareholders of MindMed PrivateCo also entered into voluntary lock-up agreements with Canaccord and Canaccord Genuity LLC pursuant to which (i) securityholders of 5.0% or more of shares of MindMed PrivateCo and MindMed PrivateCo's Class B Shares agreed to voluntarily lock-up their Resulting Issuer Shares for a period of six months from the Listing Date, and (ii) Savant Addiction Medicine, LLC agreed to voluntarily lock-up its Resulting Issuer Shares, including Multiple Voting Shares, for a period of twenty-four (24) months from the Listing Date, of which 10% of the locked-up Resulting Issuer Shares are to be released six months from the Listing Date, another 10% of the locked-up Resulting Issuer Shares are to be released twelve (12) months from the Listing Date, a further 10% of the locked-up Resulting Issuer Shares are to be released eighteen (18) months from the Listing Date, and the remaining 70% of the locked-up Resulting Issuer Shares are to be released twenty-four (24) months from the Listing Date.

Directors and Officers of MindMed

In connection with the Transaction, the following individuals were appointed to serve as members of the board of directors of the Company: Stephen Hurst, Jamon Alexander (JR) Rahn, Bruce Linton, Perry Dellelce, Brigid Makes and Stanley Glick. As well, the newly constituted board of the directors appointed Miri Halperin Wernli as a director, subject to her acceptance as a director by the Neo Exchange.  Each of the directors has extensive public company and industry specific experience. Stephen Hurst will serve as Executive Chair, Co-Chief Executive Officer and Secretary, Jamon Alexander (JR) Rahn will serve as Co-Chief Executive Officer, Paul Van Damme will serve as Chief Financial Officer, Scott Freeman will serve as President and Chief Medical Officer, Carol Nast will serve as Chief Operating Officer (subject to the acceptance of her appointment by the Neo Exchange) and Donald Gehlert will serve as Chief Scientific Officer.

Stephen Hurst, Executive Chair, Co-Chief Executive Officer and Secretary

Steve has more than thirty-five years' experience in the biopharmaceutical industry and is an advisor to non-profits furthering the research of psychedelics. Prior to co-founding MindMed PrivateCo, he was co-founder and CEO of Savant HWP, Inc. (2009-2019) a biopharmaceutical company that developed new medicines for particularly challenging diseases including drug addiction and neglected infectious diseases. He served as Senior Vice President of Operations and General Counsel at Inhale Therapeutic Systems, Inc., (now Nektar Therapeutics, Inc.) (1994-2002), helping to raise more than $700 million in investment capital and out-license multiple clinical development projects, generating revenues in excess of $100 million annually. He has also served as a consultant to The World Bank and BIO Ventures for Global Health (2005-2009), advancing the PneumoAMC program which has vaccinated approximately 100 million children in the developing world. Steve is a graduate of Golden Gate University School of Law and the University of California, Berkeley.

Jamon Alexander (JR) Rahn, Co-Chief Executive Officer and Director

JR is a former Silicon Valley tech executive who realized that transformational solutions to mental illness and addiction might lie in developing psychedelic medicines through FDA clinical trials. He spent 2+ years researching the space and began personally investing in psychedelic research. JR partnered with drug development veteran Stephen Hurst to start MindMed in 2019, assembling a leading clinical drug discovery and development team with vast experience conducting clinical trials and research on drug candidates derived from psychedelics. Before starting MindMed, JR worked in market expansion and operations at Uber. After leaving Uber, he was backed by the Silicon Valley tech accelerator Y Combinator for his company Upgraded. Upgraded is partnered with Apple to provide device financing for Apple customers in Europe.

Bruce Linton, Director

Bruce has a passion for entrepreneurship and making a positive difference in the world. He brings a wealth of experience in building strong technology driven companies, developing world-class teams and positioning his companies to deliver exceptional customer value and service. In his newly appointed role as an Active Advisor, Bruce will serve as Executive Chairman with GAGE Cannabis Co., following completion of the acquisition of Innovations. GAGE is innovating and curating the highest quality cannabis experiences possible for patients in the state of Michigan and bringing internationally renowned brands to market. He is Special Advisor with Better Choice Company, which is an animal health and wellness cannabinoid company that acquired TruPet LLC, an online seller of ultra-premium, all-natural pet food, treats and supplements, with a special focus on freeze dried and dehydrated raw products. Bruce is also an Activist Investor with SLANG Worldwide Inc., a leading global cannabis consumer packaged goods company with a robust portfolio of renowned brands distributed across 2,600 stores in 12 U.S. states as well as with OG DNA Genetics Inc. OG DNA Genetics Inc. has built and curated a seasoned genetic library and developed proven standard operating procedures for genetic selection, breeding, and cultivation. He is the Founder and Former Chairman and CEO of Canopy Growth Corporation (CGC/WEED), Co-Chairman and past CEO of Martello Technologies, and co?founder of Ruckify & Better Software. Bruce chairs the Company's Compensation, Governance and Nomination Committee and serves on the Audit Committee.

Perry Dellelce, Director

Perry is a founder and the managing partner of Wildeboer Dellelce LLP, one of Canada's leading corporate finance and transactional law firms. Perry practices in the areas of securities, corporate finance and mergers and acquisitions. Perry serves on the boards of many of Canada's leading businesses. Perry is chair of the Neo Exchange, Canada's newest stock exchange. He is also a member of the board of Mount Logan Capital Inc. and Lendified Inc. He has received many awards and recognitions for his public service. Perry has been bestowed with an honorary Doctorate of Laws from Laurentian University. In addition, the University of Notre Dame honoured Perry with the Distinguished Alumni Award from the Mendoza College of Business. He has also been recognized by the Western University with the Purple and White Award for long-standing dedication to the University and by the University of Ottawa by being admitted to the Common Law Honour Society recognizing the Law School's most accomplished graduates. Perry is the past chair and a current member of the board of directors of the Sunnybrook Foundation and the current chair of the Canadian Olympic Foundation. Recently, Perry was awarded the Paul Harris Award by the Rotary Club of Sudbury, the Rotary Club's highest recognition for community service. Perry serves on the Company's Compensation, Governance and Nomination Committee and Audit Committee.

Brigid Makes, Director

Ms Makes has served as an independent consultant for primarily private medical device companies since July 2017.  Prior to that, Ms Makes served as Senior Vice President and Chief Financial Officer of Miramar Labs, a global medical device company dedicated to bringing innovative and clinically proven applications to treat unmet needs in the aesthetic marketplace, which was acquired by Sientra in July 2017.  From 2006 to 2011 Ms Makes served in the same roles for AGA Medical, a medical device company specializing in the treatment of cardiovascular defects, which was acquired by St. Jude Medical, another medical device company, in November 2010. Prior to AGA Medical, from 1999 to 2006, Ms Makes served in a variety of executive positions, including as Chief Financial Officer, for Nektar Therapeutics (formerly Inhale Therapeutics), a biopharmaceutical company. Ms Makes also served as Chief Financial Officer for Oravax, a biopharmaceutical company, from 1998 to 1999 and for Haemonetics Corp, a company specializing in the management of blood supplies, from 1995 to 1998. Ms Makes holds a Bachelor's degree in Finance and International Business from McGill University and an M.B.A. from Bentley University. Brigid chairs the Company's Audit Committee and serves on the Compensation, Governance and Nomination Committee.

Stanley Glick, Director

Stan is the co-inventor of 18-MC. His major research interest focuses on the neurobiology of drug addiction. His research has been funded by the NIDA since 1972. Stan is the Director Emeritus of the Center for Neuro-pharmacology and Neuroscience (CNN), Albany Medical College, Albany, NY and was Director of the CNN 2000 until his retirement in 2014. Previously, he was Chair of the Department of Pharmacology and Neuroscience (1995-2000) and Chair of the Department of Pharmacology and Toxicology (1984-1995). Prior to joining Albany Medical College, Dr. Glick was a professor of pharmacology at Mount Sinai School of Medicine (1971-1984). He also functioned as Vice-Chairman (1975-1984) and was Associate Director of the Medical Scientist (MD-PhD) Training Program (1980-1984). Stan has authored and co-authored over 450 experimental papers, reviews, and abstracts. He has served as Editor of a scientific journal and of a professional newsletter, in addition to serving on editorial boards and National Institute of Health (NIH) advisory committees.

Dr. Miri Halperin Wernli, Director (subject to acceptance by the Neo Exchange)

Dr. Halperin Wernli is a senior pharmaceutical and biomedical executive with over 30 years of strategic and operational leadership in the biopharmaceutical industry and a deep understanding of drug and product development in heavy regulated environments. Dr. Halperin Wernli co-founded Creso Pharma, a cannabis company, and listed the company on the Australian Stock Exchange in October 2016. Creso's products are currently commercialized in Europe, Oceania, South Africa and soon in Latin America.  Prior to founding Creso Pharma Dr. Halperin Wernli has held worldwide senior leadership positions in product development, R&D and Strategic Marketing throughout Switzerland and in the US (Merck, Sharp and Dohme, Roche and Actelion pharmaceuticals).  Her extensive pharmaceutical industry and biomed research and development experience covers the full spectrum of areas and activities from Preclinical to Clinical Development and Strategy, to Drug Registration and Launch, across several Therapeutic Areas.  Dr. Halperin Wernli is an experienced Pharmaceutical leader with skills and broad expertise in Drug Development, Regulatory Affairs, Project & Portfolio Management, Development Finance & Controlling, and Corporate Strategy and Governance.

Paul Van Damme, Chief Financial Officer

Paul earned his CPA at PricewaterhouseCoopers, working in the London and Toronto offices. He has served in senior financial roles for several public companies in both the United States and Canada. While at Laidlaw Inc. he helped implement its expansion into Europe. After serving as Chief Financial Officer of TeleZone, a start-up wireless telecommunications company, he became CFO of a private biotech firm and helped raise venture financing to expand its product portfolio. Mr. Van Damme later joined Allelix Biopharmaceuticals and participated in the merger of the company with NPS Pharmaceuticals of Salt Lake City. He was also CFO of Lorus Therapeutics, Vasogen and Bradmer Pharmaceuticals. From 2012 to 2019 he held the CFO position at Structural Genomics Consortium, a British public/private partnership. He currently serves as a Director and Chair of the Audit Committee of XORTX Therapeutics and OncoQuest, a subsidiary of Quest PharmaTech. Paul holds an MBA from the Rotman School of Management.

Scott Freeman, President and Chief Medical Officer

Prior to MindMed, Scott was the Chief Medical Officer at Savant HWP, Inc. Scott served as Vice President of Clinical Development at Onyx Pharmaceutical (2001-2006) and was head of both clinical development and operations, which executed the clinical trials for renal cell, melanoma, liver, lung, and colorectal cancer. He successfully performed the Phase 1, 2, and 3 studies, which lead to NDA approval of Nexavar. As Clinical Project Director at Schering-Plough Research Institute (1998-2001), his clinical projects included an anti-estrogen program, a breast cancer treatment, and a P53 gene therapy program trial. Dr. Freeman was a physician-scientist prior to joining the pharmaceutical industry. He did both basic and clinical research at the National Institutes of Health (1986-1991) and was an Associate Investigator on the first human gene therapy trial in the late 1980's. He then became an Associate Professor at Tulane University (1992-1998) where he continued his basic and clinical research in gene therapy and also served as the Medical Director for the Blood Center. His regulatory experience with the FDA and other world-wide health authorities spans over 30 years, across multiple therapeutic areas and in both the academic and pharmaceutical industry settings. Scott earned his BA from the University of Colorado in 1978 and received his MD from the University of Nevada in 1983.

Carol Nast, Chief Operating Officer (subject to acceptance by the Neo Exchange)

Carol has spent her career in executive level positions with large multinational companies and early stage companies in the medical industry. She is a recognized expert in product development and commercialization and has extensive experience in the management of complex, multinational partner programs and has led successfully the development and commercialization of over 100 products. Carol was COO at NuGen, a genomics company, and served in executive level positions at Inhale Therapeutics (Nektar), Syva (a division of Syntex Pharmaceuticals,) BioRad and Pfizer. Her passion is the successful launch and adoption of breakthrough products in emerging markets that have significant impact by solving a vexing challenge.

Donald R. Gehlert, Ph.D., Chief Scientific Officer

Don Gehlert is a distinguished scientist with over 30 years of experience in the discovery, development and commercialization of compounds for the treatment of psychiatric and endocrine disorders.  During his career at Eli Lilly and Company, he played a critical role in contributing 20 compounds to the development pipeline including Strattera^®, the first non-stimulant for the treatment of Attention Deficit Hyperactivity Disorder (ADHD).  In addition to his scientific contributions, Dr. Gehlert was instrumental in evaluating in-licensing opportunities and partnerships with external companies.  Since retiring from Lilly, Don has worked with numerous early stage Biopharma and Venture Capital companies including Cerecor, Epiodyne, Spruce, NHTherapeutics, Anagin, EcoR1 Capital and others.  Don contributed over 180 publications to the scientific literature and was an inventor on 15 U.S. patents.  Dr. Gehlert holds a B.S. in Pharmacy from Purdue University, a Ph.D. in Pharmacology from the University of Utah and was a Pharmacology Research Associate Trainee (PRAT) Fellow at the National Institutes of Health.

Neo Exchange Approval

Trading in the Broadway Shares was previously halted on July 5, 2019 at the request of Broadway in connection with the announcement of the Transaction. The Company's Shares were voluntarily de-listed from the TSX Venture Exchange (the "TSXV") on February 27, 2020, were listed in a halted state on the Neo Exchange on the same date and, subject to the following, are expected to be listed for trading on the Neo Exchange on Tuesday, March 3, 2020.

The Transaction remains subject to final approval by the Neo Exchange and fulfillment of all of the requirements of the Neo Exchange in order to obtain such approval including, among other things, submission and acceptance of all documents requested by the Neo Exchange in its conditional acceptance letter and payment of all outstanding fees to the Neo Exchange. Until final approval of the Neo Exchange is obtained and a Final Exchange Bulletin is issued, the Resulting Issuer Shares will not be listed on the Neo Exchange; however, it is expected that all submissions and acceptances will be completed by, and the Resulting Issuer Shares will be listed on, Tuesday, March 3, 2020. Upon listing on the Neo Exchange, the Resulting Issuer Shares will trade under the symbol "MMED". 

Early Warning

Upon completion of the Transaction, Savant Addiction Medicine, LLC owns 550,000 Multiple Voting Shares (the "Acquired Shares") and no convertible securities; each Multiple Voting Share carries 100 votes per share, representing 21.53% of the votes attached to the issued and outstanding Resulting Issuer Shares as of the date hereof, on both a non-diluted and partially diluted basis. Prior to the Transaction, Savant Addiction Medicine, LLC did not hold any securities of Broadway. The shares acquired by Savant Addiction Medicine, LLC are presently being held only for investment purposes. Savant Addiction Medicine, LLC may from time to time in the future increase or decrease its ownership, control or direction over securities of the Company, through market transactions, private agreements or otherwise.

Savant Addiction Medicine, LLC will file an early warning report (the "Early Warning Report") pursuant to applicable securities laws in connection with the completion of the Transaction. A copy of the Early Warning Report to which this press release relates will be available under MindMed's profile on SEDAR at www.sedar.com.

The Acquired Shares were acquired pursuant to the Arrangement in reliance on the exemption set out in section 2.11 of National Instrument 45-106.

The Company's head office is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1.

Savant Addiction Medicine, LLC is incorporated pursuant to the laws of the State of Delaware, U.S.A. Its head office is located at 1325 Airmotive Way, Suite 175A, Reno, Nevada 89502. Its principal business is to acquire and hold for the long-term shares of companies.

For further information, or to obtain a copy of the Early Warning Report filed under securities legislation, please contact Stephen Hurst, Managing Member at 650-208-2454.

Marketing, Investor Relations and Trading Services Contracts

MindMed has also, effective on closing the Transaction, entered into three arrangements intended to assist it with marketing, investor relations and trading services, as follows:

• A one-year master services agreement with Native Ads, Inc., which will provide the Company with strategic digital media services, marketing and data analytics services. These can include sponsored article and other advertising development, ad campaign analytics and media buying and distribution services.
• A one-year marketing agreement with Hybrid Financial Ltd., which will provide marketing services to the Company focused on investor outreach and information campaigns, primarily through email and telephone contacts.
• A 6-month, non-exclusive issuer trading services agreement with Generation IACP Inc., pursuant to which Generation IACP will undertake to trade the Company's shares with the objective of contributing to market liquidity.

All the agreements are renewable at the Company's option.

The Madison Project

Pursuant to the Arrangement Agreement, all of Broadway's right, title and interest, and all associated liabilities, in the Broadway and Madison mine, which comprises 450 acres of land, a 192 acre ranch, buildings, mine equipment and fixtures, 6 patented, 35 unpatented mineral claims, and mineral rights to a four-square-mile property, in the Butte-Anaconda region of Montana (the "Madison Project") were transferred to SpinCo (the "Spin-Out Transaction").

The Spin-Out Transaction consisted of the transfer of all of the shares of Broadway Montana and any related assets and liabilities in connection with the Madison Project to SpinCo (the "Transferred Assets"). SpinCo assumed all liabilities associated with Broadway's mineral exploration and development business as conducted prior to the completion of the Arrangement. SpinCo issued 49,860,204 common shares to Broadway as consideration for the Transferred Assets (the "SpinCo Consideration Shares").

Broadway shareholders received one SpinCo Consideration Share for every common share of Broadway on a pre-Consolidation basis held by such shareholder. As a result, each Broadway shareholder holds shares of SpinCo as well as their post-Consolidation shares of the Company. The SpinCo Consideration Shares will not be listed or posted for trading on any stock exchange, therefore there will be reduced liquidity for SpinCo shares. 

Arrangement Agreement

A copy of the Arrangement Agreement is available on the Company's SEDAR profile at www.sedar.com.  A summary of material changes resulting from the Transaction are provided herein. For further information, readers are referred to the management information circular of Broadway dated December 29, 2019 (the "Information Circular") and filed under the Company's SEDAR profile at www.sedar.com.

About Mind Medicine (MindMed) Inc.

Mind Medicine (MindMed) Inc. is a neuro-pharmaceutical company that discovers, develops and deploys psychedelic inspired medicines to improve health, promote wellness and alleviate suffering. The company's immediate priority is to address the opioid crisis by developing a non-hallucinogenic version of the psychedelic ibogaine. The MindMed executive team brings extensive biopharmaceutical industry experience to this ground-breaking approach to the development of next-generation psychedelic medicines.

The head office of MindMed is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1.

Additional information on Mind Medicine (MindMed) Inc. can be found by reviewing its profile on SEDAR at www.sedar.com.

Cautionary Statements and Disclaimer

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to anticipated business plans or strategies of MindMed and the listing of the Resulting Issuer Shares on the Neo Exchange. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of MindMed to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Information Circular dated as of December 29, 2019 which is available for view on SEDAR at www.sedar.com. Forward-looking statements contained herein are made as of the date of this press release and MindMed disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

Neither the Neo Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Neo Exchange) accepts responsibility for the adequacy or accuracy of this news release.

For Further Information, Contact:
Investor Relations
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SOURCE Mind Medicine (MindMed) Inc.