Exhibit 99.1

Mind Medicine (MindMed) Inc.

Condensed Consolidated Interim Financial Statements

(Expressed in Thousands of United States Dollars)

For The Three and Six Months Ended June 30, 2021 and June 30, 2020

(Unaudited)

Mind Medicine (MindMed) Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited)

(Expressed in thousands of United States Dollars)

As at

Commitments (Note 13)

The accompanying notes are an integral part of these consolidated financial statements

Mind Medicine (MindMed) Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited)

For the three and six months ended June 30

(Expressed in thousands of United States Dollars)

The accompanying notes are an integral part of these consolidated financial statements

Mind Medicine (MindMed) Inc. (Formerly Broadway Gold Mining Ltd.)

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(Expressed in thousands of United States Dollars)

For the Six Months Ended June 30, 2021

¹ Number of shares reflect the retrospective application of the 8:1 share consolidation.

The accompanying notes are an integral part of these consolidated financial statements

Mind Medicine (MindMed) Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

(Expressed in Thousands of United States Dollars)

For the Six Months Ended

The accompanying notes are an integral part of these consolidated financial statements

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Mind Medicine (MindMed) Inc. (formerly Broadway Gold Mining Ltd.) (the “Company” or “MindMed”) is incorporated under the laws of the Province of British Columbia. Its wholly owned subsidiaries, Mind Medicine, Inc. (“MindMed US”), HealthMode, Inc. (HealthMode”), MindMed Pty Ltd. and MindMed GmbH are incorporated in Delaware, Delaware, Australia and Switzerland respectively. Prior to February 27, 2020, the Company’s operations were conducted through MindMed US.

The Company’s head office and address of its registered and records office is 1166 Alberni Street, Suite 1604, Vancouver, British Columbia V6E 3Z3. On February 27, 2020, MindMed completed a reverse takeover transaction with Broadway Gold Mining Ltd. (“Broadway”) by way of a plan of arrangement which resulted in the Company becoming the parent company of MindMed US. MindMed US is deemed to be the acquirer in the reverse takeover transaction. As a result, the consolidated statements of financial position are presented as a continuance of MindMed US and the comparative figures presented are those of MindMed US. See Note 3 for details.

MindMed is a neuro-pharmaceutical drug development platform advancing medicines based on psychedelic substances through rigorous science and clinical trials. MindMed’s mission is to discover, develop and deploy psychedelic inspired medicines and experiential therapies that alleviate suffering and improve health. The Company seeks to prove the safety and efficacy of psychedelic-based substances as disruptive technologies and solutions for a continuum of mental illnesses and high unmet medical needs through its unique drug development platform.

The consolidated financial statements were prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Depending on the length and severity of the pandemic, COVID-19 could impact the Corporation’s operations, could cause delays relating to approval from the FDA and equivalent organizations in other countries, could postpone research activities, could impair the Corporation’s ability to raise funds depending on COVID-19’s effect on capital markets, and could affect logistics and the Corporation’s ability to move materials in a timely manner to clinical trial sites or production of GMP materials (which availability of GMP materials may also impact clinical trial timelines).

To the knowledge of the Company’s management as of the date hereof, COVID-19 does not present, at this time, any specific known impacts to the Company in relation to the Corporation’s business objectives or disclosed milestones related thereto. The Company relies on third parties to conduct and monitor the Company’s pre-clinical studies and clinical trials. However, to the knowledge of Company’s management, the ability of these third parties to conduct and monitor pre-clinical studies and clinical trials has not been and is not anticipated to be impacted by COVID-19. The Company is not currently aware of any changes in laws, regulations or guidelines, including tax and accounting requirements, arising from COVID-19 which would be reasonably anticipated to materially affect the Company’s business.

Exchange Listing

The Subordinate Voting Shares of the Company were listed for trading on the NEO Exchange with the trading symbol “MMED” on March 3, 2020. The Subordinate Voting Shares of the Company were listed for trading on the NASDAQ Exchange with the trading symbol “MNMD” on April 27, 2021.

Mind Medicine (MindMed) Inc.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Standards (“IFRS”) Interpretations Committee (“IFRIC”). Accordingly, certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the IASB, have been omitted or condensed.

The accounting policies applied by the Company in these unaudited condensed interim consolidated financial statements are the same as those applied in audited consolidated financial statements for the year ended December 31, 2020.

These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020.

These condensed consolidated interim financial statements were approved for issuance by the Board of Directors on August 11, 2021.

Basis of Measurement

These consolidated financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities measured at fair value as determined at each reporting period.

Functional and Presentation Currency

These consolidated financial statements are presented in United States dollars, which is the Company’s presentation currency. The functional currency of the Company and its subsidiaries are as follows:

The Company and its subsidiaries assess their functional currency individually. The functional currency of each of the Company’s subsidiaries is the currency of the primary economic environment in which each entity operates. Determination of functional currency involves certain judgments to determine the primary economic environment, and this is re-evaluated for each new entity or if conditions change.

Significant accounting policies

These condensed consolidated interim financial statements have been prepared using the same accounting policies and methods as those used in the consolidated financial statement for the year ended December 31, 2020.

Mind Medicine (MindMed) Inc.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited) 

(Expressed in thousands of United States Dollars)

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Use of significant estimates and assumptions

The preparation of financial statements in accordance with IAS 34 requires the use of certain significant estimates and assumptions. It also requires management to exercise judgment when applying the Company’s accounting policies. The critical accounting estimates and judgments have been set out in notes 2 and 3 to the Company’s consolidated financial statements for the year ended December 31, 2020.

Subsidiaries

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: 

•  Mind Medicine, Inc. (US operating company) 

•  MindMed Pty Ltd. (Australian subsidiary) 

•  Mind Med Discover GmbH (Swiss subsidiary) 

•  HealthMode Inc. (digital technology subsidiary)

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Company.

On February 27, 2020, the Company announced the completion of its reverse takeover transaction (the “Transaction”) by way of a 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 (the “Arrangement Agreement”) between Broadway, Madison Metals Inc., Broadway Delaware Subco Inc. (“Delaware Subco”) and MindMed US.

The Transaction

Immediately prior to the closing of the Transaction, Broadway: (a) consolidated its common shares, warrants and options 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”). Broadway’s shareholders received 6,232,525 Subordinate Voting Shares of the resulting issuer (the “Resulting Issuer”). The substance of the Transaction is a reverse acquisition of a non-operating company. The Transaction does not constitute a business combination as the Company does not meet the definition of a business under IFRS 3 – Business Combinations. Immediately after the Transaction, shareholders of MindMed US owned 97% of the voting rights of the Company. As a result, the Transaction has been accounted for as a capital transaction with MindMed US being identified as the accounting acquirer and the equity consideration being measured at fair value, using the acquisition method of accounting. The Transaction has been accounted for in the consolidated financial statements as a continuation of the financial statements of MindMed US.

NEO Exchange Listing

The Subordinate Voting Shares of the Company were listed for trading on the NEO Exchange with the trading symbol “MMED” on March 3, 2020.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Purchase Price Consideration

MindMed US is deemed to have acquired the former Broadway as part of the Arrangement. The transaction was accounted for using the acquisition method of accounting whereby the assets acquired, and liabilities assumed were recorded at their estimated fair value at the acquisition date. The acquisition was not assessed to be a business combination and is therefore treated as an asset acquisition under the scope of IFRS 2 – Share Based Payments. The consideration consisted entirely of shares of the Company which were measured at the estimated fair value on the date of acquisition. The fair value of the Subordinate Voting Shares issued to the former Broadway shareholders was determined to be $1,539 based on the fair value of the shares issued.

In connection with the acquisition of Broadway, the Company incurred acquisition costs of $395.

On February 26, 2021 the Company acquired 100% of the issued and outstanding shares of Healthmode for aggregate consideration of $27,634, consisting of cash of CAD $286 (USD $225), a prior advance of $250, equity consideration of 81,497 multiple voting shares of MindMed (equivalent to 8,149,700 subordinate voting shares), and 33,619 stock options, which are convertible into Subordinate Voting Shares of the Company.

In completing this transaction, MindMed Mergerco Inc., (“Mergerco”) a wholly owned Delaware subsidiary of the Company merged with and into HealthMode. As a result, the separate corporate existence of Mergerco ceased and HealthMode continued its corporate existence as the surviving corporation of the Merger and as a wholly-owned subsidiary of the Company.

HealthMode’s primary operations consist of developing technologies using Artificial Intelligence (AI)-enabled digital measurement to increase the precision and speed of clinical research and patient monitoring.

The acquisition of HealthMode is accounted for as a business combination under IFRS 3 which requires the acquiror to determine (i) the fair value of the consideration paid, (ii) the fair value of assets acquired and liabilities assumed as well as any non-controlling interest, and recognizing the difference between (i) and (ii) as goodwill.

Mind Medicine (MindMed) Inc.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited) 

(Expressed in thousands of United States Dollars)

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

The estimated fair values of the assets acquired, and liabilities assumed in the acquisition of Healthmode for purposes of the provisional purchase price allocation are as follows:

The intangible assets consist of the following:

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

The application of IFRS requires management to determine the fair value of the net assets acquired and liabilities assumed (with certain exceptions). As the acquisition closed on February 26, 2021, management has not completed its assessment of the fair value of assets acquired and liabilities assumed. As management completes its assessment of the fair value of net assets acquired and liabilities assumed, there could be adjustments to the values outlined above, however such adjustments are not expected to be material. This period such revisions may be made is up to 12 months from the date of the acquisition.

The goodwill is attributable to the value of the assembled workforce, and the related expertise and developed business function. Further, the acquisition is expected to allow the Company streamline its product development processes. None of the goodwill is expected to be deductible for tax purposes.

Acquisition-related costs of $296 were incurred by the Company and are included in general and administrative expenses. These costs primarily consist of diligence and legal costs.

Pro forma information is not presented as it is not considered material.

Cash held in trust of $62 (December 31, 2020 - $Nil) represents unrestricted funds held at a Canadian chartered bank by the Company’s corporate counsel, representing funds deposited for future expenses.

Mind Medicine (MindMed) Inc.

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

In July 2019, MindMed US acquired the assets of the 18-methyloxycoronaridine (“18-MC”) program from Savant Addiction Medicine, LLC in exchange for the issuance by MindMed US of 55,000,000 class A common shares. The intangible assets were valued based on the shares exchanged. The shares were valued using third party arm’s-length purchases of the MindMed US class C common shares at the time of acquisition of 18-MC which were issued at $0.10 per share.

In February 2021, the Company completed the acquisition of HealthMode (Note 4). The intangible assets acquired were valued based on the fair value of consideration given and assets and liabilities acquired.

Pursuant to the terms of the Arrangement, the Company’s equity structure reflects the equity structure of Broadway (the accounting acquiree), including the equity interests Broadway issued to effect the combination. Accordingly, the equity structure of MindMed US (the accounting acquirer) is restated using the exchange ratio established in the Agreement to reflect the number of shares of the Broadway (the accounting acquiree) issued in the reverse takeover. On February 27, 2020, 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 US were exchanged for Class A common shares of MindMed US (“Class A Shares”), immediately following which all Class A Shares were exchanged, on a one-for-one basis (the “Exchange Ratio”), for Subordinate Voting Shares or Multiple Voting Shares (in the case of Multiple Voting Shares the exchange was on a one-for-one-hundred basis) of the Resulting Issuer (“Resulting Issuer Shares”) on a post-Consolidation basis. Such Class A Shares were then cancelled pursuant to the Arrangement, and the MindMed US issued 1,000 common shares to the Company as consideration for issuing the Resulting Issuer Shares to the former MindMed US shareholders.

Authorized

The Company’s authorized capital consists of (i) an unlimited number of Subordinate Voting Shares, and (ii) an unlimited number of Multiple Voting Shares.

The holders of Subordinate Voting Shares are entitled to one vote for each Subordinate Voting Share held. The holders of Multiple Voting Shares are entitled to 100 votes for each Multiple Voting Share held.

Voting Rights

All holders of Subordinate Voting Shares and Multiple Voting Shares are entitled to receive notice of any meeting of shareholders of the Company, and to attend, vote and speak at such meetings, except those meetings at which only holders of a specific class of shares are entitled to vote separately as a class under the Business Corporations Act (British Columbia). A quorum for the transaction of business at any meeting of shareholders is two persons present at the meeting, each of whom is entitled to vote at the meeting, and who hold or represent by proxy in the aggregate not less than 5% of the outstanding shares of the Company entitled to vote at the meeting.

On all matters upon which shareholders the Company are entitled to vote:

Unless a different majority is required by law or the articles of the Company, resolutions to be approved by shareholders require approval by a simple majority of shareholders.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Conversion Rights and Conditions

Issued and outstanding Multiple Voting Shares, including fractions thereof, may at any time, subject to the FPI Condition (as defined below), at the option of the holder, be converted into Subordinate Voting Shares at a ratio of 100 Subordinate Voting Shares per Multiple Voting Share. Further, the board of directors of the Company may determine in the future that it is no longer advisable to maintain the Multiple Voting Shares as a separate class of shares and may cause all of the issued and outstanding Multiple Voting Shares to be converted into Subordinate Voting Shares at a ratio of 100 Subordinate Voting Shares per Multiple Voting Share.

The right of the Multiple Voting Shares to convert into Subordinate Voting Shares is subject to certain conditions in order to maintain the status of the Company as a “foreign private issuer” under United States securities laws (the “FPI Condition”).

Share Capital Issued

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Share Capital Reserved for Issuance

A summary of shares issued and reserved for issuance is summarized below:

The weighted average market fair value of shares purchased through warrant exercises during the three months ended June 30, 2021 was CAD$4.59 (December 31, 2020 - CAD$2.22).

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

Compensation Warrants

MindMed US issued 1,314,033 compensation warrants in relation to the completion of the first tranche of the MindMed US Offering which closed on December 19, 2019. Each warrant entitled the holder to purchase one Subordinate Voting Share, at CAD $0.33 per share until the expiry date. All of these warrants were exercised during 2020.

MindMed US issued 5,483,321 compensation warrants in relation to the completion of the second and third tranches of the MindMed US Offering which took place in February 2020. Each warrant entitled the holder to purchase one Subordinate Voting Share at $0.33 CAD per share until the expiry date. All of these warrants were exercised during 2020.

Pursuant to the terms of the Arrangement, all warrants of MindMed US were exchanged for warrants of the Company.

The Company issued 994,034 compensation warrants to the underwriter in connection with a bought deal financing (Note 7(iv)) which was completed on May 26, 2020. The warrants have an expiry date of May 26, 2022. Each warrant entitles the holder to purchase one Subordinate Voting Share at CAD $0.53 per share until the expiry date. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 93%, (iii) risk-free rate of 0.30%, (iv) share price of CAD $0.55, (v) forfeiture rate of 0%, and (vi) expected life of 2 years.

The Company issued 1,642,890 compensation warrants to the underwriter in connection with a bought deal financing (Note 7(v)) which was completed on October 30, 2020. The warrants have an expiry date of October 30, 2022. Each warrant entitles the holder to purchase one unit at CAD $1.05 per warrant until the expiry date. Each unit entitles the holder to one Subordinate Voting Share and one half October Warrant. Each October Warrant entitles the holder to purchase one Subordinate Voting Share at CAD $1.40 until expiry on October 30, 2022. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 103%, (iii) risk-free rate of 0.27%, (iv) share price of $1.18 CAD, (v) forfeiture rate of 0%, and (vi) expected life of 2 years.

The Company issued 1,090,200 compensation warrants to the underwriter in connection with a bought deal financing (Note 7(vi)) which was completed on December 11, 2020. The warrants have an expiry date of December 11, 2022. Each warrant entitles the holder to purchase one unit at CAD $1.90 per warrant until the expiry date. Each unit entitles the holder to one Subordinate Voting Share and one half December Warrant. Each December Warrant entitles the holder to purchase one Subordinate Voting Share at CAD $2.45 until expiry on December 11, 2022. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 95%, (iii) risk-free rate of 0.30%, (iv) share price of $5.56 CAD, (v) forfeiture rate of 0%, and (vi) expected life of 2 years.

The Company issued 1,255,800 compensation warrants to the underwriter in connection with a bought deal financing (Note 7(viii)) which was completed on January 7, 2021. The warrants have an expiry date of January 7, 2024. Each warrant entitles the holder to purchase one unit at CAD $4.40 per warrant until the expiry date. Each unit entitles the holder to one Subordinate Voting Share and one half January Warrant. Each January Warrant entitles the holder to purchase one Subordinate Voting Share at CAD $5.75 until expiry on January 7, 2024. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 95%, (iii) risk-free rate of 0.24%, (iv) share price of $4.43 CAD, (v) forfeiture rate of 0%, and (vi) expected life of 3 years.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

The Company issued 360,000 compensation warrants to the underwriter in connection with a private placement financing (Note 7(ix)) which was completed on March 9, 2021. The warrants have an expiry date of March 9, 2024. Each warrant entitles the holder to purchase one March Unit at $ CAD 3.25 per warrant until the expiry date. Each March Unit entitles the holder to one Subordinate Voting Share and one half March Warrant. Each March Warrant entitles the holder to purchase one Subordinate Voting Share at CAD $4.40 until expiry on January 7, 2024. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 96%, (iii) risk-free rate of 0.42%, (iv) share price of $4.40 CAD, (v) forfeiture rate of 0%, and (vi) expected life of 3 years.

Financing Warrants

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

The Company has a stock option plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement. The standard vesting terms for employee grants are 25% on the first anniversary of the grant date and 1/48th thereafter each month for succeeding 36 months. During the period ended June 30, 2021, vesting terms on certain options, including options of the then CEO, were accelerated to vest immediately resulting in an increased compensation expense of $617.

The Company issued 18,902,500 options on February 27, 2020 and 300,000 options on March 24, 2020 to employees and directors. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 124%, (iii) risk-free rate of 1.62%, (iv) share price of CAD $0.33, (v) forfeiture rate of 0%, and (vi) expected life of 5 years. Included in this group were 7,332,500 options granted to directors and contractors which included non-standard vesting terms which provided for vesting terms from immediate vesting to monthly vesting up to 24 months.

The Company issued 1,770,000 options on April 13, 2020 and 1,450,000 options on May 6, 2020 to employees and directors. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 93%, (iii) risk-free rate of 0.3%, (iv) share price of CAD $0.54 for April options issued and CAD$0.55 for May options issued, (v) forfeiture rate of 0%, and (vi) expected life of 5 years.

The Company issued 2,250,000 options on August 15, 2020 and 2,078,000 options on September 9, 2020 and to employees and directors. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 100-103%, (iii) risk-free rate of 0.37%, (iv) share price of CAD $0.43 for August options issued and CAD $0.45 for September options issued, (v) forfeiture rate of 0%, and (vi) expected life of 5 years.

The Company issued 1,750,000 options on January 15, 2021 to employees and directors. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 89%, (iii) risk-free rate of 0.42%, (iv) share price of CAD $3.93, (v) forfeiture rate of 0%, and (vi) expected life of 5 years.

The Company issued 12,160,650 options on April 16, 2021 to employees and directors. The fair value has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) expected dividend yield of 0%, (ii) expected volatility of 96%, (iii) risk-free rate of 0.84%, (iv) share price of CAD $3.08, (v) forfeiture rate of 0%, and (vi) expected life of 5 years.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

The weighted average market price of options exercised in the six months ended June 30, 2021 was CAD$4.14 (December 31, 2020 - CAD$3.75).

The following options were outstanding as at June 30, 2021:

The weighted average contractual life for the remaining options as at June 30, 2021 was 4.35 years (December 31, 2020 - 4.3 years). For the six months ended June 30, 2021, the Company recognized compensation expense from stock options of $10,852 included in share-based payments.

The Company has adopted a Performance and Restricted Share Unit (“RSU”) Plan to advance the interests of the Company by providing employees, contractors and directors of the Company a performance incentive for continued and improved service with the Company. The plan sets out the framework for determining eligibility as well as the terms of any stock-based compensation granted. The plan was approved by the shareholders as part of the Arrangement. The standard vesting terms for RSU grants are 25% on the first anniversary of the grant date and 1/48th thereafter each month for succeeding 36 months. The fair value has been estimated based on the closing price of the stock on the day prior to the grant.

For the six months ended June 30, 2021, the Company recognized compensation expense from RSUs of $7,379 included in share-based payments.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

In June 2021, the Company agreed to issue a holding company of its former CEO 1.5 million Subordinate Voting Shares as part of a settlement agreement. The Company recognized a settlement expense from this agreement of $5,150 which is included in share-based payments. As the shares were not issued until after June 30, 2021, the amount is included in accrued liabilities.

The weighted average number of Subordinate Voting Shares outstanding for the six months ended June 30, 2021 was 397,418,146 (December 31, 2020 - 361,135,160). In calculating the weighted average number of shares, the Multiple Voting Shares are included assuming the shareholders executed their conversion rights. The Company has not adjusted its weighted average number of Subordinate Voting Shares outstanding in the calculation of diluted loss per share, as the effect of warrants and options is anti-dilutive.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

As at June 30, 2021, the Company has obligations to make future payments, representing significant research and development contracts and other commitments that are known and committed in the amount of approximately $20,316 (December 31, 2020 - $8,586). Most of these agreements are cancelable by the Company with notice. These commitments include agreements related to the conduct of the clinical trials, sponsored research, manufacturing and preclinical studies.

The Company enters into research, development and license agreements in the ordinary course of business where the Company receives research services and rights to proprietary technologies. Milestone and royalty payments that may become due under various agreements are dependent on, among other factors, clinical trials, regulatory approvals and ultimately the successful development of a new drug, the outcome and timing of which are uncertain.

The Company periodically enters into research and license agreements with third parties that include indemnification provisions customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of claims arising from research and development activities undertaken by or on behalf of the Company. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions could be unlimited. These indemnification provisions generally survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the consolidated financial statements with respect to these indemnification obligations.

For the six months ended June 30, 2021, the key management personnel of the Company were the board of directors, Chief Executive Officer, Chief Development Officer, Executive President, Chief Medical Officer, Chief Technology Officer and Chief Financial Officer.

Compensation for key management personnel of the Company was as follows:

The Company incurred legal fees of $1,356 to companies controlled by a director of the Company during the six months ended June 30, 2021.

As at June 30, 2021 the Company had accounts payable and accrued liabilities outstanding of $737 (December 31, 2020 - $93) to a company controlled by a director.

Prior to March 1, 2021, directors were only compensated through share-based compensation. Effective March 1, 2021, a new director compensation plan was adopted which includes cash, stock options and deferred share units. During the six months ended June 30, 2021 compensation totaled $405 (December 31, 2020 - $384) including share-based compensation of $332.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020

The Company defines its capital as share capital, warrants and deficit. The Company’s objectives when managing capital are to ensure there are sufficient funds available to carry out its research and development programs. To date, these programs have been funded through the sale of equity securities.

The Company also intends to source non-dilutive funding by accessing grants, government assistance and tax incentives, and through partnerships with corporations and research institutions. The Company uses budgets and purchasing controls to manage its costs. The Company is not exposed to any externally imposed capital requirements.

Fair Value

Fair Value Measurement provides a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs are those that reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions with respect to how market participants would price an asset or liability. These two inputs used to measure fair value fall into the following three different levels of the fair value hierarchy:

Level 1 Quoted prices in active markets for identical instruments that are observable.

Level 2 Quoted prices in active markets for similar instruments; inputs other than quoted prices that are observable and derived from or corroborated by observable market data.

Level 3 Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

The hierarchy requires the use of observable market data when available.

Cash and accounts payable and accrued liabilities are all short-term in nature and, as such, their carrying values approximate fair values. The derivative liability – foreign currency warrants are valued as Level 1 in the hierarchy, using trading values established in an active market.

Risks

The Company has exposure to credit risk, liquidity risk, interest rate risk and currency risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Audit Committee of the board of directors is responsible for reviewing the Company’s risk management policies.

Mind Medicine (MindMed) Inc. 

Notes to Condensed Consolidated Interim Financial Statements 

(Unaudited) 

(Expressed in thousands of United States Dollars) 

For the Three and Six Month Periods Ended June 30, 2021 and June 30, 2020