Mind Medicine Inc. (‘MMED') entered into a binding letter of intent to acquire Broadway Gold Mining Ltd. (TSXV:BRD) (‘Broadway') in a reverse merger transaction on July 26, 2019. Mind Medicine Inc. entered into a definitive arrangement agreement to acquire Broadway Gold Mining Ltd. (TSXV:BRD) (‘Broadway') in a reverse merger transaction on October 11, 2019. The transaction will be effected by way of a three-cornered amalgamation or other similar form of transaction as is acceptable. Pursuant to the proposed transaction, Broadway will consolidate its outstanding shares, warrants and options on 8 old shares for 1 new share basis. The holders of the issued and outstanding MMED shares shall receive one post-consolidation Broadway common share for each MMED common share held. Broadway will spin-out to its existing shareholders of all of the mining assets related to its Broadway and Madison mine and the Tsumeb land package in Namibia. Prior to the completion of the transaction, MMED proposes to complete a non-brokered offering of up to 40 million non-voting Class C shares (non-brokered offering) and settle an outstanding loan through the issuance of 1 million Class C shares. MindMed has issued a total of 90 million Class A and Class B shares; the Class A Shares were issued to Savant Addiction Medicine LLC, as consideration for the transfer by Savant to MindMed of the 18-MC Program and the Class B Shares were issued to certain founders of MindMed. In addition, MindMed has completed a non-brokered offering of 60.992630 million non-voting Class C Shares and Class D Shares. MindMed also settled all outstanding principal and interest on a loan through the issuance of 1.021041 million Class C Shares. Upon completion of the proposed transaction, and assuming the maximum gross proceeds in the offerings are raised, there will be 137.1 million undiluted post-consolidation common shares of the combined entity (resulting issuer) issued and outstanding, of which it is expected that the current shareholders of Broadway will hold approximately 6.4% (if all outstanding Broadway warrants and Broadway options are exercised), purchasers in the offerings (including the settlement of the loan mentioned above) will hold approximately 29.3%, and the former shareholders of MMED will hold approximately 64.3% (with all such percentages provided on a fully-diluted basis – i.e., assuming exercise of all outstanding Broadway warrants and Broadway options). Each issued and outstanding MindMed class B share, MindMed class C share and MindMed class D share shall automatically convert into one fully-paid, non-assessable share of MindMed class A share. Each issued and outstanding MindMed class A share (including all MindMed class A shares issued on automatic conversion of the MindMed class B shares, MindMed class C shares and MindMed class D shares shall be exchanged for either one Broadway common share or one/hundredth of a Broadway multiple voting share (as determined by Broadway and MindMed), and thereafter the MindMed class A shares shall be cancelled without any repayment in respect thereof. Each issued and outstanding MindMed warrant shall be exchanged for one Broadway replacement warrant. It is anticipated that in the aggregate the MindMed shareholders will hold approximately 96.06% of the post-consolidated outstanding voting securities of the resulting issuer on an undiluted basis, prior to the completion of the MindMed financing. Assuming completion of the transaction, Broadway will acquire the business of MMED and the resulting issuer will continue to focus on the current business and affairs of MMED. Broadway will change its name to ‘Mind Medicine, Inc.' or such other name as MMED may determine. On or immediately prior to the completion Broadway will effect the consolidation, spin-out, and the name change.

The agreement may, at any time before or after the holding of the Broadway Meeting or the MindMed Meeting, but no later than the effective date, be terminated by the mutual consent of the Boards of Directors of Broadway or MindMed without further action on the part of the shareholders of Broadway or MindMed and if the effective date does not occur on or before the earlier of January 31, 2020 and 60 days after the date that MindMed provides to Broadway all information necessary or advisable for Broadway, acting reasonably, to obtain the interim order, Broadway or MindMed may unilaterally terminate this agreement. The obligations of Broadway and MMED pursuant to the letter of intent shall terminate in certain specified circumstances, including in the event that the definitive agreement is not executed by August 20, 2019 or such other date as may be agreed. All existing officers and Directors of Broadway will resign and will be replaced by Mind Medicine nominees. It is expected that upon completion of the transaction the resulting issuer will have a Board of five individuals, all of whom shall be nominated by MMED. As of the date hereof, and subject to regulatory approval, MMED anticipates that the resulting issuer will have the following officers and Directors (with additional Board nominees to be named later): Stephen Hurst (President, Chief Executive Officer and Director), Scott Freeman (Chief Medical Officer) and Stanley Glick (Director). As of October 15, 2019, MindMed anticipates that the resulting issuer will have the following officers and Directors: Robert D. Tessarolo – President, Chief Executive Officer and Director, Stephen Hurst, Executive Chair. Stanley Glick, Director, Jamon Alexander, Director, Bruce Linton – Director, Perry N. Dellelce, Director, Scott Freeman, Chief Medical Officer, Paul Van Damme, Chief Financial Officer.

The completion of the transaction is subject to requisite regulatory approvals, and standard closing conditions, including the approval of the Directors of each of Broadway and MMED of a definitive agreement, Broadway obtaining requisite shareholder approvals in connection with the consolidation, the spin-out, the name change, the election of the Directors of the resulting issuer to replace the current Directors of Broadway immediately following the completion of the proposed transaction, and the approval of the transaction, if required by regulatory authorities, Broadway and MMED entering into the definitive agreement and the common shares of the resulting issuer having been approved for listing on the TSX Venture Exchange or another recognized Canadian stock exchange, the Interim Order of the Court shall have been granted, approval by Broadway shareholders, approval by shareholders of Mindmed, dissent rights shall not have been exercised, MindMed shall have received resignations effective at the effective Time from all of the Directors and officers of Broadway and is subject to due diligence investigations. The transaction cannot close until the required conditions are satisfied or waived and no timing for completion of the takeover is given. As of January 24, 2020, In connection with the proposed RTO, Broadway is pleased to announce that it obtained an interim order from the Supreme Court of British Columbia on January 20, 2020. The Interim Order provides for, among other things, the holding of an annual and special meeting of the holders of common shares of Broadway to approve the arrangement to be held on February 19, 2020. As of October 15, 2019, the effective date of the arrangement is planned for late in the fourth quarter of 2019 or early in the first quarter of 2020. As of January 24, 2020, the transaction is expected to occur on or about March 31, 2020. As of February 19, 2020, the transaction has been approved the shareholders of Broadway. Pinsky of Max Pinsky, Personal Law Corp. acted as legal advisor to Broadway. Peter Volk of Wildeboer Dellelce LLP acted as legal advisor to Mindmed. Odyssey Trust Company acted as transfer agent for Broadway Gold Mining.