RE:RE:News Pursuant to the proposed Transaction, the holders of the issued and outstanding MMED Shares shall receive one post-Consolidation (as defined below) Broadway common share for each MMED common share held. As well, Broadway has agreed to seek shareholder approval for, among other things: (i) the consolidation of its outstanding shares, warrants and options on an eight (8) old share for one (1) new share basis (the "Consolidation"); (ii) the change of name of Broadway to "Mind Medicine, Inc." or such other name as MMED may determine (the "Name Change"); and (iii) subject to TSX Venture Exchange approval, the spin-out to Broadway's existing shareholders of all of the mining assets related to its Broadway and Madison mine and the Tsumeb land package in Namibia (the "Spin-out").
The Spin-out will be effected by way of contingent dividend or other mechanism deemed to be the most effective for tax and corporate law purposes, payable to Broadway's existing shareholders following completion of the proposed Transaction. The dividend will be paid in-kind by the distribution of shares of a subsidiary corporation ("Spin-Co") holding all the issued shares of Broadway's wholly-owned Montana subsidiary Broadway Gold Corp. and the Tsumeb land package in Namibia. Spin-Co is not expected to seek a concurrent listing of these shares on any stock exchange.