MindMed Initiates Dosing in Human Safety Study of Novel Treatment for Opioid Addiction, 18-MC

April 16, 2020, New York, NY: Mind Medicine (MindMed) Inc. (NEO: MMED OTC: MMEDF), the leading psychedelic pharmaceutical company, has begun dosing the first subject in an additional Phase 1 human safety trial of 18-MC. The safety trial has commenced on time and as scheduled, even during the COVID-19 pandemic. 18-MC is a proprietary, orally active, non-hallucinogenic molecule based on the psychedelic ibogaine.

MindMed is developing 18-MC as a potential treatment for opioid withdrawal and opioid use disorder. Data from the current human study is expected to help advance the planning and design of MindMed’s future trials of 18-MC in opioid use disorder patients. MindMed is planning to begin Phase 2 trials of 18-MC in opioid use disorder patients in late 2020.

MindMed has worked diligently to assess the risks and establish further safety protocols to protect its study participants and staff in the midst of the COVID-19 pandemic and to continue its human safety testing as planned. MindMed’s technical operations team efficiently overcame logistics and supply chain challenges to deliver the 18-MC drug product to the clinic so dosing could begin.

On keeping the trains running on time, MindMed Chief Medical Officer, Dr. Scott Freeman, commented, “Our ability to start this trial on schedule speaks volumes to both the efficiency and high caliber clinical development team MindMed has assembled to develop medicines based on psychedelics. Due to the team’s experience we have an extensive playbook to draw from to manage clinical trials even under the most trying of times.”

MindMed Co-Founder and Co-CEO, JR Rahn, added, “We feel one of the outcomes of the COVID-19 pandemic will be increased rates of opioid addiction and mental health issues.  The Mindmed team is focused on advancing 18-MC as a potential solution for the opioid crisis and other forms of addiction.”

About MindMed

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. In addition, the company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines. For more information: www.mindmed.co

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTC: MMEDF and in Germany under the symbol DE:BGHM.

Cautionary Statements and Disclaimer: This news release contains “forward-looking information” and “forward-looking statements”, which may include, but is not limited to, statements with respect to anticipated business plans or strategies of MindMed, the anticipated date of Phase 2 trials of 18-MC in opioid use disorder patients and the treatment potential of 18-MC, the success of MindMed’s clinical trials and the ability to use the information relating to, or obtain patents or other intellectual property protection on, other data and clinical trials conducted by MindMed or its partners. 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 MindMed’s management’s discussion and analysis for the period from May 30, 2019, date of incorporation, to December 31, 2019, dated March 30, 2020, which is available on MindMed’s website and the company’s profile 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.

MindMed Acquires Exclusive License to Eight Clinical Trials of LSD, Partners with World-Leading Psychedelic Research Laboratory at University Hospital Basel

Basel, Switzerland (April 1, 2020): Mind Medicine (MindMed) Inc. (NEO: MMED OTC: MMEDF), the leading neuro-pharmaceutical company for psychedelic inspired medicines, today announced the signing of a multi-year, branch exclusive collaboration with the laboratory of Professor Dr. Matthias Liechti, the world-leading psychedelics pharmacology and clinical research group at University Hospital Basel in Switzerland.

Under the agreement, MindMed gains exclusive worldwide rights to data, compounds, and patent rights associated with the Liechti laboratory’s research with LSD and other psychedelic compounds, including data from preclinical studies and eight completed or ongoing LSD clinical trials. MindMed has already begun working with Professor Dr. Liechti’s laboratory to file patents for the data and clinical trials it has generated over a 10-year period.

MindMed is particularly interested in the data and outcome of an ongoing placebo controlled Phase 2 trial of high dose LSD for the treatment of anxiety. The active arm of the Phase 2 trial is evaluating two single-dose administrations of LSD for the treatment of persons suffering from anxiety symptoms. MindMed is contemplating the creation of a drug development program using hallucinogenic doses of LSD for the treatment of anxiety disorders.

“It’s a wonderful moment for our company to be recognized by Professor Dr. Liechti, the leading expert of LSD research in the world, as the right team to partner with in continuing our development of psychedelic inspired medicines,” said MindMed Co-Founder & Co-CEO JR Rahn.  “This exclusive partnership puts MindMed at the forefront of efforts to develop LSD and other psychedelics while also setting the tempo and caliber of our growing IP portfolio and clinical trial pipeline.”

Basel, Switzerland is the birthplace of LSD and the University Hospital Basel, the world’s leading center for LSD research, is led by Professor Dr. Matthias Liechti, a professor for clinical pharmacology and internal medicine at the University of Basel and an attending physician at the Division of Clinical Pharmacology and Toxicology of the University Hospital Basel where he also heads the psychopharmacology research group.

MindMed will support ongoing and planned clinical trials under the direction of Professor Dr. Liechti, including MindMed’s planned micro-dosing study of LSD as a potential treatment for adult ADHD. Professor Dr. Liechti will have primary responsibility for development of the selected compounds, and MindMed will provide research funding and milestone payments in return for the exclusive license to existing and future data and IP generated from these clinical trials. The University Hospital Basel will receive royalties and development revenue on any products marketed through the collaboration.

“Over the past decade we have amassed the largest collection of clinical trials around LSD; we have been studying the pharmacology and potential medical uses of LSD and other psychedelics for many years in the laboratory, in patients, and in healthy volunteers,” said Professor Dr. Liechti. “MindMed is the leading company with a similar mission to ours to use rigorous research and science to create mainstream medicines for neuro-psychiatric conditions. This collaboration now allows us to greatly accelerate our groundbreaking research.”

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About Liechti Laboratory (University Hospital Basel)

Liechti Lab is based at the University Hospital Basel in Basel Switzerland.  Founded in 1460, the University of Basel is the oldest university in Switzerland and has a history of success going back over 550 years. Liechti Lab’s research focus is on the pharmacology of psychoactive substances in vitro and in humans. The Laboratory investigates the pharmacokinetics-pharmacodynamics of MDMA, LSD, and amphetamines in humans including psychological tests, pharmacogenetics, and functional brain imaging.

About MindMed

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. In addition, the company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines. For more information: www.mindmed.co.

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTC: MMEDF and in Germany under the symbol DE:BGHM.

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, the anticipated date of completion of the LSD high-dosing studies, the success of other clinical trials and the ability to use the information relating to, or obtain patents or other intellectual property protection on, other data and clinical trials generated by the laboratory of Professor Dr. Liechti.  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 MindMed’s management’s discussion and analysis for the period from May 30, 2019, date of incorporation, to December 31, 2019 (“MD&A”), dated March 30, 2020, which is available on MindMed’s website and the company’s profile 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.

MindMed Reports Year-end Results and Corporate Update

New York City, NY (March 30, 2020): Mind Medicine (MindMed) Inc. (NEO: MMED OTC: MMEDF), the leading neuro-pharmaceutical company for psychedelic inspired medicines, today announced the release of its audited consolidated financial statements (the “Financial Statements”) and accompanying management’s discussion and analysis (the “MD&A”) for the period from May 30, 2019, date of incorporation, to December 31, 2019 (the “period ended December 31, 2019”). All financial figures contained herein are expressed in U.S. dollars (“USD”) unless otherwise noted.

For readers of the Financial Statements and MD&A, it is important to note that on February 27, 2020, Mind Medicine, Inc. (“MindMed Delaware”), a private Delaware corporation and now a wholly-owned subsidiary of MindMed, completed a reverse takeover transaction with Broadway Gold Mining Ltd. (“Broadway”) to form Mind Medicine (MindMed) Inc.  MindMed Delaware is deemed to be the acquirer in the reverse takeover transaction and therefore MindMed Delaware’s audited consolidated financial statements for the period ended December 31, 2019 are deemed to be those of MindMed and are the Financial Statements released today.  Please see Note 16 “Subsequent Events” of the Financial Statements for more information.

Fourth Quarter and 2019 Highlights and Subsequent Events

  • MindMed was founded in May 2019, and completed a number of capital raises for aggregate proceeds of US$30,377,027, including US$19,573,441 after period end, making it very well capitalized in the psychedelic medicine industry.
  • MindMed acquired the rights to 18-MC drug development program in the period ended December 31, 2019 and established an addiction drug development program focused on addressing the U.S. opioid crisis.
  • MindMed secured a leading team of pharmaceutical industry veterans and advisors with deep experience of psychedelics over the course of 2019, solidifying its position as a leader in the psychedelic medicines industry.
  • MindMed further assembled the infrastructure in the period for its unique drug development platform to discover, develop and deploy psychedelic inspired medicines. As part of this process, the Company actively pursued its strategy to further grow its clinical trial collaborations and intellectual property (IP) acquisitions during this period.
  • The Company established a psychedelics microdosing division and began preparing a Phase 2 trial for microdosing of LSD for the treatment of adult ADHD.

Outlook and Update

  • MindMed continues advancing the development of its 18-MC drug development program through further human safety studies and is targeting to begin its Phase 2 trial of 18-MC by the end of the year.
  • MindMed is actively pursuing new collaborations, acquisitions of IP and clinical trials to build the most compelling pipeline and portfolio of psychedelic inspired medicines.

 

Financial Results

Overview

Since inception, we have incurred losses while advancing the research and development of our products. Net loss for the period ended December 31, 2019 was US$5,474,214. The net loss was due primarily to compensation paid to management of US$1,173,538 and legal fees of US$1,045,048.

Research and Development

Research and development expenses by program for the period ended December 31, 2019 were as follows (all amounts in U.S. dollars)(1):

18-MC program(1) $645,192
LSD program (Note 1) 863,414
Non-program specific (Note 1) 540,438
Total $2,049,044

Note:

(1)    Research and development expenditures in the above table include all direct and indirect costs for the programs, personnel costs, intellectual property.

General and Administrative

General and administrative expenses for the period ended December 31, 2019 were US$3,105,170 and consisted of  consulting fees, short-term benefits and other compensation, legal fees, accounting and audit, marketing, travel and other, and primarily related to the establishment of MindMed and its operations, the acquisition of 18-MC and related activities.

Cash and Working Capital

Our cash and working capital at December 31, 2019 were US$3,016,445 and US$4,775,341 respectively. The increase in cash was due mainly to the US$9,902,052 of net financings, net of the cash used in operations of US$3,199,710 and the funds held in trust of US$3,685,897. The increase in working capital was due mainly to the net financings of US$9,902,052, net of the loss of US$5,474,214.

Cash flows from operating activities

Cash used in operating activities of $3,199,710 for the period ended December 31, 2019 was due mainly to the net loss of US$5,474,214 partially offset by an increase in accounts payable and accrued liabilities of US$1,961,199.

Cash flows from financing activities

Cash provided by financing activities totaled US$9,902,052 for the period ended December 31, 2019. The funds arose from:

·       In July 2019, we issued 35,000,000 Class B common shares at a price of US$0.0001 per share for gross proceeds of US$3,500.

·       In September 2019, we completed a non-brokered private placement financing of common shares, selling 45,972,630 Class C common shares (“Class C Shares”) at a price of US$0.10 per share for gross proceeds of US$4,597,263. Additionally, we settled an outstanding loan of US$100,000 and interest owing of US$2,104 through the issuance of 1,021,041 Class C Shares to a member of the board of directors.

·       In September 2019, we sold 10,000,000 Class D common shares (“Class D Shares”) to two members of the board of directors, at a price of US$0.10 per share yielding gross proceeds of US$1,000,000.

·       In December 2019, we completed the first tranche of a brokered private placement as well as a concurrent non-brokered private placement, issuing a total of 18,771,897 Class D Shares at a price of CAD$0.33 ($0.25) per share for gross proceeds of US$4,727,106, before deducting cash share issuance costs of US$442,921. On closing of the first tranche, we issued the agent 313,472 broker warrants (“Broker Warrants”) and paid a cash advisory fee of CAD$178,295 and issued 1,000,561 advisory warrants (together with the Broker Warrants, the “Compensation Warrants”) to the agent. Each Compensation Warrant is exercisable to acquire one Class D Share at a price of CAD$0.33 per share expiring March 3, 2021.

Appointment of Interim Chief Financial Officer

MindMed also announced the retirement of Paul Van Damme as Chief Financial Officer effective April 1, 2020 and the appointment of David Guebert as interim Chief Financial Officer, subject to regulatory approval.

Mr. Guebert is a CPA, qualified in both Alberta and Pennsylvania, and a Member of the Institute of Corporate Directors.  He currently sits as a board member and Audit Committee Chair for Legend Power Systems, RMMI Inc. and Quisitive Technology Solutions, Inc.  From 2010 to 2017, he was board member and Audit Committee Chair of Merus Labs International Inc., a specialty pharmaceutical company.  He started his career in 1979 at Deloitte and since then has taken on increasing senior roles, acting as Chief Financial Officer for a number of companies, including most recently Mount Logan Capital Inc.

Mr. Guebert has signed a six-month contract to serve as the Chief Financial Officer while the Company completes a comprehensive search for a permanent replacement for Mr. Van Damme.  The board of directors of MindMed thanks Mr. Van Damme for his service to MindMed and his invaluable contributions in establishing the company and completing its financings and listing on the Neo Exchange, and wishes him well in his future endeavours.

Fourth Quarter and Year End 2019 Results Webcast

MindMed will be hosting a conference call and webcast on Wednesday, April 1, 2020 at 11:00 a.m. Eastern Time to discuss these results.

Webcast and call-in details are as follows:

Topic: MindMed Year-End Results and Corporate Update

Date of call: Wednesday, April 1, 2020

Time of call: 11:00a.m. ET

Conference ID: 2176839

Participant Toll Free Dial-In Number: (866) 497-6293

Participant International Dial-In Number: (825) 312-2348

Webcast URL: https://event.on24.com/wcc/r/2253341/3F84DD7CA57EC079F5387A5D2E5101DD

A replay of the webcast will be available at www.mindmed.co.

About MindMed

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. In addition, the company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines. For more information: www.mindmed.co.

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTC: MMEDF and in Germany under the symbol DE:BGHM.

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, the anticipated date of completion of micro-dosing studies, the timing of any drug trials, the success of its clinical trials and the ability to enter into acquisitions or collaborations to enhance its drug development platform.  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. 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.

MindMed Advances 18-MC, Potential Treatment for Opioid Addiction, Into Further Clinical Testing

New York, NY – March 25, 2020 – Mind Medicine (MindMed), Inc. (NEO: MMED; OTC: MMEDF), the leading neuro-pharmaceutical company for psychedelic inspired medicines, today announced that the company has begun enrollment in further human safety studies of 18-MC, the company’s orally-active drug candidate for the treatment of opioid use disorders.

18-MC is a proprietary, non-hallucinogenic molecule, based on the psychedelic ibogaine. In extensive nonclinical testing, 18-MC has shown promise in helping to curb various forms of addiction. MindMed is scheduled to begin Phase 2 trials of 18-MC in opioid use disorder patients in late 2020.

Data from the current human studies will help to advance the planning and design of MindMed’s study of 18-MC in opioid use disorder patients.

MindMed’s Chief Operating Officer, Carol Nast said, “Our clinical and technical operations team have worked diligently to ensure everything is on schedule to further build the safety data package around 18-MC ahead of our studies in opioid use disorder patients.”

MindMed is closely monitoring COVID-19 and taking the necessary precautions to protect the health and safety of patients and staff as we embark on the next phase of clinical studies.  MindMed relies on a globally distributed team of employees, consultants and vendors and has a strong business continuity plan around COVID-19.

Co-Founder and Co-CEO JR Rahn said: “Due to the global nature of drug development, we have built our company to function in a geographically distributed manner every day on Zoom. Because of this decision our work has continued uninterrupted and will pay dividends to our efficiency in the months ahead.”

The company anticipates that the COVID-19 pandemic will only increase demand for MindMed’s innovative medicines and disruptive technologies to address unmet needs in mental health and addiction resulting from the current crisis.

About 18-MC

18-MC is an alpha-3-beta-4 nicotinic receptor antagonist that modulates excessive dopamine fluctuations in the mesolimbic system of the brain. This mechanism of action differs from all current medications used to treat addiction that are either agonists or antagonists for the addiction substance’s primary receptor site.

18-MC is a synthetic organic molecule designed around a coronaridine chemical backbone common to a number of plant-based medicinal compounds, including ibogaine. 18-MC was the result of a rational drug design program aimed at generating a molecule with anti-addictive properties that lacked the hallucinogenic properties and other toxicities seen with ibogaine.

About MindMed

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. In addition, the company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines. For more information: www.mindmed.co.

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTC: MMEDF and in Germany under the symbol DE:BGHM.


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, the anticipated date of completion of Phase 2 studies, the success of its clinical trials and the success of MindMed’s business continuity strategies.  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. 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.

Leading Psychedelic Pharmaceutical Company MindMed Forms New Board Committee To Evaluate Acquisitions And Scientific Collaborations

NEWS PROVIDED BY
Mind Medicine (MindMed) Inc.

Mar 12, 2020, 06:00 ET

Mind Medicine (MindMed) Inc. (“MindMed”) has formed a Technology Evaluation, Acquisition and Scientific Integrity Board Committee to identify and expand the company’s clinical trial pipeline and IP portfolio of psychedelics. The committee will be advised by Johns Hopkins Professor of Psychiatry and Behavioral Sciences Matthew Johnson, Ph.D.  Professor Johnson is a renowned expert on psychedelics and addiction. He will act as both a senior advisor to the newly formed committee and will also join the company’s existing Scientific Advisory Board. In addition, pharma industry veteran and skilled psychiatry clinician Dr. Miri Halperin Wernli, who recently joined the board of directors and will be the chair of the board committee, will also act as senior advisor for MindMed’s clinical trials.

“We feel it is important to establish a world class team of experts to advise on the scientific merit and medical capabilities of our future acquisitions and pipeline,” said MindMed Founder and Co-CEO JR Rahn. “Professor Johnson and Dr. Halperin Wernli will be integral advisors to us as we evaluate new opportunities and build the most compelling clinical trial pipeline for psychedelics.”

Professor Matthew Johnson added: “MindMed is poised to make important advances in mental health treatment by developing psychedelic-based medicines. MindMed understands that meaningful and sustainable advances will be made when academics partner with industry to safely and responsibly shepherd these medicines through the approved medical regulatory process.”

With society facing huge challenges with anxiety, suicide and addictions, MindMed is aiming to use psychedelics to treat various mental disorders and provide an opportunity to discover the basic neuroscience of how these drugs really affect brain activity. MindMed aims to develop medicines derived from psychedelics to address significant unmet medical needs.

Dr. Miri Halperin Wernli said: “Psychiatry is in desperate need of fundamental mechanistic advances and MindMed is in the best position to bring the change needed. MindMed is well positioned to develop, scale, and deploy psychedelic-based medicines for the treatment of intractable mental health disorders. Their focus on, and partnerships with, academia is a key to this solid foundation and potential.”

The Technology Evaluation, Acquisition and Scientific Integrity Board Committee is expected to be composed of the following MindMed board members: Executive Chairman & Co-CEO Stephen Hurst, Board Director & Senior Advisor Miri Halperin Wernli, and Director & Co-CEO JR Rahn.

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About Professor Matthew Johnson, Ph.D.

Matthew W. Johnson, Ph.D., Professor at Johns Hopkins, is an expert on psychedelics, other drugs, and addiction. Working with psychedelics for 16 years, he has published approximately 50 scientific papers on psychedelics. Matt published psychedelic safety guidelines in 2008, helping to resurrect psychedelic research. He published the first research on psychedelic treatment of tobacco addiction in 2014, and the largest study of psilocybin in cancer distress in 2016. His 2018 psilocybin review recommended Schedule IV upon medical approval. He has guided >100 psychedelic sessions. Matt also conducts behavioral economic research on both addiction and sexual risk. He conducts research with most psychoactive drug classes, was 2018 President of the Psychopharmacology Division of the American Psychological Association, and is current President of the International Society for Research on Psychedelics. Interviewed by: 60 Minutes (CBS News), New York Times, Washington Post, Wall Street Journal, BBC, CNN, Fox Business News, NPR, and Michael Pollan.

About Dr. Miri Halperin Wernli

Dr. Halperin Wernli is a senior pharmaceutical and biomedical executive with over 30 years of strategic and operational leadership in the biopharmaceutical industry.  Dr. Halperin Wernli previously worked in clinical psychiatry in Swiss academic hospital settings and then held various global senior leadership positions in the pharma and biotech industries in Switzerland and in the US (Merck, Sharp and Dohme, Roche and Actelion pharmaceuticals) covering Product Development, R&D, and Strategic Marketing. Dr. Halperin Wernli is a skilled clinician in child and adult psychiatry and 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. Dr. Halperin Wernli currently serves as CEO of Creso Pharma, a listed cannabis company focused on the development and commercialization of cannabis and hemp derived therapeutic and nutraceutical products for human and animal health.

About MindMed

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. In addition, the company has established a microdosing division to conduct clinical trials of LSD microdosing for Adult ADHD. The MindMed executive team brings extensive biopharmaceutical industry experience to this groundbreaking approach to the development of next-generation psychedelic medicines.

For more information: www.mindmed.co.

MindMed trades on the NEO Exchange under the symbol MMED. MindMed can also be traded in the US under the symbol OTC: MMEDF and in Germany under the symbol DE:BGHM.

Mind Medicine (MindMed) Inc. Completes Reverse Takeover Transaction

NEWS PROVIDED BY
Mind Medicine (MindMed) Inc.

Feb 28, 2020, 13:41 ET

 

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 at365 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
ir@mindmed.co

 

For Media Inquiries, Contact:
Pace Public Relations
mindmedpr@pacepublicrelations.com
+1-212-254-4730

 

SOURCE Mind Medicine (MindMed) Inc.

MindMed Appoints Pharmaceutical Veteran Peter Bergethon, M.D. to Scientific Advisory Board

MindMed (NASDAQ: MNMD) (NEO: MMED) (DE: MMQ) (the “Company”), a leading biotech company developing psychedelic-inspired therapies, has announced the addition of Dr. Peter Bergethon, a world-leading expert in neurology, digital medicine, and central nervous system (CNS) drug development to the Company’s Scientific Advisory Board.

Dr. Bergethon is the Vice President and Head of Digital and Quantitative Medicine at Biogen Inc., where he leads the effort to transform clinical trials and humanize drug discovery by encouraging the transition of clinical trial measures from a qualitative to a quantitative discipline. The Quantitative Medicine transformation has advanced Biogen’s leadership in neuroscience therapeutics and personalized medicine. Dr. Bergethon came to Biogen in 2017 from Pfizer Worldwide Research and Development where he was Vice President and Head of the Pfizer Innovation Research Lab within the Early Clinical Development group.

Before joining the biopharmaceutical industry in 2012, Dr. Bergethon spent 30 years in academic medicine as a Professor at Boston University and Tufts University in the Departments of Biochemistry, Neurology, Neurobiology & Anatomy, and Biomedical Engineering. Dr. Bergethon graduated from Williams College with honors in biology for research in neurocybernetics and then earned an M.D. from Jefferson Medical College. He is board-certified in internal medicine and neurology following dual residencies at Boston City Hospital. Dr. Bergethon received his formal science training through the National Institutes of Health’s Physician-Scientist training in biophysical chemistry at Boston University School of Medicine. He then completed a fellowship training in EEG and neurophysiology at Lahey Clinic-Hitchcock Medical Center in Burlington, MA. In 1995, Dr. Bergethon received the American Academy of Neurology’s Founders’ Award. Dr. Bergethon has written and contributed to over 130 research papers and books and is the single author of “The Physical Basis of Biochemistry: The Foundations of Molecular Biophysics”, 2nd Ed.

MindMed CEO Robert Barrow said, “We are thrilled to welcome Dr. Bergethon to our Scientific Advisory Board. As we seek to revolutionize mental health and addiction care, we continue to explore ways of leveraging innovative digital medicine approaches to facilitate broad accessibility and major public health impacts. Dr. Bergethon’s extensive experience in this field will be invaluable in progressing all of our research and development efforts.”

Dr. Bergethon stated, “My research and interests have always centered around a core question: ‘What are the physical and systemic bases for creativity and intelligent behavior, and how could such behavior be practically constructed or reconstructed?’ This core query continues to form the basis for the approach that digital medicine takes toward transforming neuroscience therapeutics. The ultimate thrust of my interest is the design, construction, and operation of ‘intelligent machines’ inspired by biological understanding. By any measure, I have lived a charmed scientific existence.”

MindMed’s Scientific Advisory Board is composed of a diverse group of members with expertise in psychiatry, neuroscience, and clinical development. The Scientific Advisory Board leverages decades of deep knowledge in biotech and psychiatry to guide MindMed’s development programs. Members represent institutions such as Johns HopkinsNew York University Langone Health, Duke University, National Institutes of Health (NIH), Stanford University, and Albany Medical College.

Scientific Advisory Board Chair, Dr. Robert Malenka added, “We are very excited to welcome Dr. Bergethon to the Scientific Advisory Board. He brings a wealth of experience and innovative thinking to MindMed’s digital medicine efforts and will be invaluable in helping MindMed be the world leader in developing effective new treatments based on the most rigorous science.”

About MindMed
MindMed is a clinical-stage biotech company that discovers, develops and deploys psychedelic inspired medicines and therapies to address addiction and mental health. The Company is assembling a compelling drug development pipeline of innovative treatments based on psychedelic substances including psilocybin, LSD, MDMA, DMT and an ibogaine derivative, 18-MC. The MindMed executive team brings extensive biopharmaceutical experience to MindMed’s approach of developing the next generation of psychedelic inspired medicines and therapies.

MindMed trades on the NASDAQ under the symbol MNMD and on the Canadian NEO exchange under the symbol MMED. MindMed is also traded in Germany under the symbol MMQ. For more information: www.mindmed.co

MindMed Forward-Looking Statements
Certain statements in this news release related to the Company constitute “forward-looking information” within the meaning of applicable securities laws and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “will”, “may”, “should”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, “potential” or “continue”, or the negative thereof or similar variations. Forward-looking information in this news release include statements regarding the expertise of the Scientific Advisory Board and ability to leverage the knowledge of the Scientific Advisory Board, the ability to develop and the potential success of using technology to improve health outcomes, the pursuit of strategic initiatives, and the Company’s intended future business plans and operations, including the development of psychedelic inspired medicines and experiential therapies. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including history of negative cash flows; limited operating history; incurrence of future losses; availability of additional capital; lack of product revenue; compliance with laws and regulations; difficulty associated with research and development; risks associated with clinical trials or studies; heightened regulatory scrutiny; early stage product development; clinical trial risks; regulatory approval processes; novelty of the psychedelic inspired medicines industry; as well as those risk factors discussed or referred to herein and the risks described under the headings “Risk Factors” in the Company’s filings with the securities regulatory authorities in all of the provinces and territories of Canada and available under the Company’s profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission on EDGAR at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results and future events could differ materially from those anticipated in such information. Although the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend and does not assume any obligation to update this forward-looking information.