NOTICE OF ANNUAL AND SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR WITH RESPECT TO THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF MIND MEDICINE (MINDMED) INC. TO BE HELD ON MAY 27, 2021 These materials are impor

NOTICE OF ANNUAL AND SPECIAL MEETING AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO THE ANNUAL AND SPECIAL

MEETING OF SHAREHOLDERS OF

MIND MEDICINE (MINDMED) INC.

TO BE HELD ON MAY 27, 2021

These materials are important and require your immediate attention. If you have any questions or require assistance in voting your shares, please contact the proxy solicitation agent, Gryphon Advisors Inc. by telephone at 1.833.335.6118 toll-free in North America (1.416.902.5565 by collect call) or by email at inquiries@gryphonadvisors.ca.

MIND MEDICINE (MINDMED) INC.

Management Information Circular for the Annual and Special Meeting of

Shareholders to be held on Thursday, May 27, 2021

This Management Information Circular the "Circular") is provided in connection with the solicitation of proxies by management of Mind Medicine (MindMed) Inc. ("MindMed" or the "Corporation") for use at the annual and special meeting (the "Meeting") of the holders ("Shareholders") of subordinate voting shares (the "Subordinate Voting Shares") and multiple voting shares (the "Multiple Voting Shares", and together with the Subordinate Voting Shares, the "Shares") of MindMed. The Meeting will be held on Thursday, May 27, 2021 at 2:00 p.m. (Eastern time) in a virtual only format which will be conducted via live audio webcast at https://web.lumiagm.com/299193020, or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting (the "Notice") accompanying this Circular. The Corporation has also retained Gryphon Advisors Inc. to assist in connection with MindMed's communications with Shareholders and solicitation of proxies. In connection with these services, Gryphon Advisors Inc. is expected to receive a fee of up to C$75,000, plus reasonable out-of-pocket expenses.

Information in this Circular is given as of April 16, 2021, except as otherwise indicated herein. Unless otherwise indicated, dollar amounts are expressed in United States dollars. "C$" means Canadian dollars.

MEETING ATTENDANCE AND PARTICIPATION INFORMATION

Virtual Only Meeting

Out of an abundance of caution, to proactively deal with the unprecedented public health impact of a novel coronavirus disease, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Corporation will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. All Shareholders, regardless of their geographic location and equity ownership, will have an equal opportunity to participate in the Meeting and engage with directors and management of the Corporation as well as with other Shareholders.

Attending and Participating at the Meeting

The Meeting will be hosted online by way of live audio webcast. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is each Shareholder's responsibility to ensure connectivity for the duration of the Meeting. In order to participate online, shareholders must have a valid 12-digit control number and proxyholders must have received an email from Odyssey Trust Company containing a Username. A summary of the information Shareholders will need to attend and participate in the Meeting is provided below.

Attending the Meeting

Shareholders and duly appointed proxyholders can attend the meeting online by going to https://web.lumiagm.com/299193020.

Registered Shareholders and duly appointed proxyholder, including Non-Registered Holders (as defined below) who have duly appointed themselves as proxyholders, can participate in the meeting by clicking "I have a login" and entering a Username and Password before the start of the meeting.

Registered Shareholders - The 12-digit control number located on the form of proxy or in the email notification you received is the Username, and the Password is "mindmed2021".

Duly appointed proxyholders - Odyssey Trust Company will provide the proxyholder with a Username after the voting deadline has passed. The Password to the meeting is "mindmed2021".

Voting at the meeting will only be available for registered Shareholders and duly appointed proxyholders. Non-Registered Holders who have not appointed themselves may attend the meeting by clicking "I am a guest" and completing the online form.

Participating in the Meeting

Registered Shareholders that have a 12-digit control number, along with duly appointed proxyholders who were assigned a Username by Odyssey Trust Company (please see the information under the heading "Appointment of a Proxy and Proxy Registration" below)will be able to vote and submit questions during the Meeting. To do so, please go to https://web.lumiagm.com/299193020 prior to the start of the Meeting to login. Click on "I have a login" and enter your 12-digit control number or Username along with the password "mindmed2021". Non-Registered Holders who have not appointed themselves to vote at the Meeting may login as a guest, by clicking on "I am a Guest" and completing the online form.

Non-Registered Holders who do not have a 12-digit control number or Username will only be able to attend as a guest to allow them listen to the Meeting; however, they will not be able to vote or submit questions. Please see the information under the heading "Voting By Non-Registered Holders" for an explanation of why certain shareholders may not receive a form of proxy.

Please see the information under the headings "Appointment of a Proxy and Proxy Registration" below for important details regarding voting at the Meeting.

PROXY RELATED INFORMATION

Appointment of a Proxy and Proxy Registration

The individuals named in the accompanying form of proxy are directors or officers of the Corporation. A Shareholder wishing to appoint some other person or entity (who need not be a Shareholder) to represent him or her at the Meeting has the right to do so, either by striking out the names of those persons named in the accompanying form of proxy and inserting the desired person or entity's name in the blank space provided in the form of proxy or by completing another form of proxy. A proxy will not be valid unless the completed form of proxy is received by Odyssey Trust Company ("Odyssey"), Odyssey Transfer Inc., Trader's Bank Building, Suite 702 - 67 Yonge St., Toronto ON M5E 1J8, or by facsimile to 1-800-517-4553 on or before 2:00 p.m. (Eastern time) on Tuesday, May 25, 2021, or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting at which the proxy is to be used. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (if applicable) prior to registering a proxyholder. Registering a proxyholder is an additional step to be completed once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST contact Odyssey Trust Company by emailing MindMed@Odysseytrust.com and providing Odyssey Trust Company with their proxyholder's contact information, amount of Shares appointed, and name in which the Shares are registered by no later than 2:00 p.m. (Eastern time) on Tuesday, May 25, 2021 or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed Meeting. Odyssey Trust Company will provide the proxyholder with a Username via email.

As noted in the Notice of Meeting accompanying this Circular, Shareholders may also elect to vote electronically in respect of any matter to be acted upon at the Meeting. Votes cast electronically are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper form of proxy. To vote electronically, interested Shareholders are asked to go to the website shown on the form of proxy and follow the instructions provided. Please note that each Shareholder exercising the electronic voting option will need to refer to the control number indicated on their form of proxy to identify themselves in the electronic voting system. Shareholders should also refer to the instructions on the form of proxy for information regarding the deadline for voting Shares electronically. Shareholders who vote electronically are also asked to not return the paper form of proxy by mail. Please note that voting electronically by proxy is separate and apart from voting electronically through the LUMI meeting platform during the Meeting, which is discussed further below.

Voting by Non-Registered Holders

The information set forth in this section is of significant importance to many shareholders as a substantial number of Shareholders do not hold Shares in their own name and thus are considered non-registered beneficial shareholders. Only registered holders of Shares or the persons they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, Shares beneficially owned by a person (a "Non-Registered Holder") are registered either: (i) in the name of an intermediary (an "Intermediary") (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Holder deals with in respect of the Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators, the Corporation will have distributed copies of the Notice of Meeting, this Circular and the enclosed instrument of proxy to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. If you are a Non-Registered Holder, your Intermediary will be the entity legally entitled to vote your Shares at the Meeting. Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Shares.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Holders in advance of the Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its Intermediary is identical to the form of proxy

provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Non-Registered Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Shares held by the Non-Registered Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions with respect to the voting of Shares to be represented at the Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have such Shares voted.

Non-Registered Holders should ensure that instructions respecting the voting of their Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Shares are voted at the Meeting.

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purpose of voting Shares registered in the name of their Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the Intermediary and vote the Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Shares as a proxyholder, should enter their own names in the blank space on the form of proxy or voting instruction form provided to them by their Intermediary or Broadridge, as applicable, and return the same in accordance with the instructions provided by their Intermediary or Broadridge, as applicable, well in advance of the Meeting. In order to vote, Non-Registered Holders who appoint themselves as a proxyholder MUST register with Odyssey Trust Company by emailing MindMed@Odysseytrust.com after submitting their voting instruction form in order to receive a Username (please see the information under the headings "Appointment of a Proxy and Proxy Registration" above for details).

The purpose of the above-noted procedures is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Non-Registered Holders should carefully follow the instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding when and where the form of proxy or voting instruction form is to be delivered.

The Corporation does not intend to pay for intermediaries to forward Meeting Materials to objecting beneficial owners and an objecting beneficial owner will not receive Meeting Materials unless such objecting beneficial owner's Intermediary assumes the cost of delivery. An objecting beneficial owner is a Non-Registered Holder that objects to their Intermediary disclosing their ownership information.

If you have any questions or require further information with regard to voting your Shares, please contact Gryphon Advisors Inc. toll-free in North America at 1-833-335-6118 or email at inquiries@gryphonadvisors.ca.

Legal Proxy - US Non-Registered Holders

If you are a Non-Registered Holder located in the United States and wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Odyssey. Requests for registration from Non-Registered Holders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail to MindMed@Odysseytrust.com and received by 2:00 p.m. (Eastern time) on May 25, 2021.

Each Shareholder may instruct his, her or its proxyholder on how to vote his, her or its Shares by completing the blanks on the enclosed instrument of proxy. Shares represented by the enclosed instrument of proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice of Meeting is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, the management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Unless otherwise stated, Shares represented by a valid instrument of proxy will be voted: (i) in favour of fixing the number of directors at six; (ii) in favour of the election of nominees set forth in this Circular except where a vacancy

among such nominees occurs prior to the Meeting, in which case, such Shares may be voted in favour of another nominee in the proxyholder's discretion; (iii) in favour of the appointment of RSM Canada LLP as auditors of the Corporation and to authorize the board of directors of the Corporation (the "Board") to fix their remuneration; (iv) in favour of the Alteration Resolution (as hereinafter defined); and (v) in favour of the Compensation Plans Increase Resolution (as hereinafter defined).

All references to Shareholders in this Circular and the accompanying instrument of proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

A registered Shareholder, or a Non-Registered Holder who has appointed themselves or a third-party proxyholder to represent them at the Meeting, will appear on a list of shareholders prepared by Odyssey Trust Company, the transfer agent and registrar for the Meeting. To have their Shares voted at the Meeting, each registered Shareholder or proxyholder will be required to enter their control number or Username provided by Odyssey Trust Company at https://web.lumiagm.com/299193020 prior to the start of the Meeting. In order to vote, Non-Registered Holders who appoint themselves as a proxyholder MUST register with Odyssey Trust Company by emailing MindMed@Odysseytrust.com after submitting their voting instruction form in order to receive a Username (please see the information under the headings "Appointment of a Proxy and Proxy Registration" above for details).

Revocation of Proxies

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed in the proxy. If a Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing executed by the Shareholder or by his or her attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of the corporation. Such notice may be delivered to the head office of the Corporation, One World Trade Center, Suite 8500, New York, New York 10007, at any time up to 5:00 p.m. (Eastern time) on May 26, 2021, the last business day preceding the day of the Meeting, or if adjourned, the last business day preceding any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting, prior to any vote in respect of which the proxy is to be used has been taken. As well, a Shareholder who has given a proxy may attend the Meeting virtually (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the Chair of the Meeting before the proxy is exercised) and vote at the Meeting (or withhold from voting). If a Shareholder has voted on the internet or by telephone and wishes to change such vote, such Shareholder may vote again through such means before 2:00 p.m. (Eastern time) on Tuesday, May 25, 2021 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

The Corporation has elected to use the "notice-and-access" provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the Meeting. The Corporation has elected to deliver the proxy-related materials to Shareholders by posting the proxy-related materials for the Meeting on Odyssey's website at https://odysseytrust.com/client/mindmedicine. The proxy materials will be available on Odyssey's website as of April 27, 2021 and will remain on the website for one full year thereafter. The Meeting Materials will also be available under the Corporation's profile on SEDAR at www.sedar.com as of April 27, 2021.

All Shareholders will receive a notice and access notification containing information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting. Shareholders wishing to receive paper copies of the Meeting Materials can request them from the Corporation by calling Odyssey Trust Company toll-free in North America at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America). The Corporation will mail paper copies of the Meeting Materials to requesting Shareholders at no cost to them within three business days of their request, if such requests are made before the Meeting.

The Corporation will not employ what is known as "stratification." Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of their information circular with the notice to certain groups of Shareholders. For the Meeting, all shareholders will receive the proxy-related materials under the Notice-and-Access Provisions. The Corporation will only mail paper copies of the proxy-related materials for the Meeting to those registered and beneficial shareholders who have previously elected to receive or otherwise request paper copies thereof. All other shareholders of the Corporation will receive a notification containing information on how to obtain electronic and paper copies of the proxy-related materials in advance of the Meeting.

RECORD DATE, VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of MindMed consists of an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate

Voting Share held at all meetings of Shareholders. The holders of Multiple Voting Shares are entitled to 100 votes in respect of each Multiple Voting Share held at all meetings of Shareholders.

As at the date of this Circular, MindMed had 340,672,479 issued and outstanding Subordinate Voting Shares (having 83.6% of the total votes attached to all Shares) and 666,497 Multiple Voting Shares (having 16.4% of the total votes attached to all Shares). Only those holders of outstanding Shares of record at the close of business on April 12, 2021 (the "Record Date") are entitled to receive the Notice and to attend and vote at the Meeting or any adjournment(s) thereof. The failure of any Shareholder to receive a copy of the Notice does not deprive the Shareholder of the right to vote at the Meeting.

The following table sets forth, as of the date of this Circular, the only persons who, to the knowledge of the directors and officers of the Corporation, beneficially own, directly or indirectly, or exercise control or direction over 10% or more of the issued and outstanding Subordinate Voting Shares or Multiple Voting Shares, the approximate number of Subordinate Voting Shares and Multiple Voting Shares beneficially owned, or controlled or directed, directly or indirectly, by such persons and the percentage of the outstanding Subordinate Voting Shares and Multiple Voting Shares and votes represented by the number of Subordinate Voting Shares or Multiple Voting Shares so owned or controlled or directed:

Mr. Hurst holds 445,000 Multiple Voting Shares through Savant Addiction Medicine, LLC, of which he is the managing member, 206 Multiple Voting Shares through Savant HWP Holdings, LLC, of which he is the managing member, 10,999.99 Multiple Voting Shares through Savant HWP, Inc., of which he is co-founder, director, President and CEO, and 32,218.39 Multiple Voting Shares through Sunray Asset Management, of which he is the managing director.

Represents the number of total shares (Multiple Voting plus Subordinate Voting Shares) held directly or indirectly by Mr. Hurst, divided by the aggregate number of issued and outstanding Multiple Voting and Subordinate Voting Shares. If all Multiple Voting Shares were converted to Subordinate Voting Shares, including those held directly or indirectly by Mr. Hurst, he would hold 12.0% of the total number of issued and outstanding shares.

ARRANGEMENT TRANSACTION

On February 27, 2020, the Corporation completed a statutory arrangement (the "Arrangement") carried out under Section 288 of the Business Corporations Act (British Columbia), as amended (the "BCBCA") as part of a series of transactions. Pursuant to the arrangement, the Corporation, formerly known as Broadway Gold Mining Ltd., indirectly acquired all of the issued and outstanding common shares of Mind Medicine, Inc. and changed its name to Mind Medicine (MindMed) Inc.

In connection with the completion of the Arrangement, the Corporation elected a new board of directors. The Corporation also approved the creation of a class of multiple voting shares and approved the change of name of the Corporation's common shares to "subordinate voting shares". A stock option plan (the "Option Plan") and a performance share unit and restricted share unit plan (the "PR Plan") was also approved, summaries of which are provided below.

Upon completion of the Arrangement, the Corporation implemented certain changes to its corporate governance and executive compensation practice, as further described herein.

MATTERS TO BE ACTED UPON AT THE MEETING

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice. These matters are described in turn under the headings below.

Receipt of Financial Statements

The audited consolidated financial statements of MindMed for the financial year ended December 31, 2020 and the report of the auditors' thereon will be presented at the Meeting.

Fixing Number of Directors

The Board currently consists of six directors. The term of office for each of the present directors of the Corporation expires at the Meeting. It is proposed that the number of directors to be elected at the Meeting for the ensuing year be fixed at six directors. At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, approve an ordinary resolution to fix the number of directors of the Corporation at six. In the absence of contrary instructions, the persons named in the enclosed form of proxy will vote FOR fixing the number of directors to be elected at six.

Election of Directors

The Board is currently composed of six directors, all of whom are elected annually. At the Meeting, management of the Corporation proposes to nominate the persons named below for election as directors to hold office until the next meeting of Shareholders at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the articles of the Corporation or the BCBCA.

In the absence of contrary instructions, the persons named in the accompanying instrument of proxy intend to vote FOR the election of the nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite his or her name. Management of MindMed does not contemplate that any of the proposed nominees will be unable to serve as a director, but if, for any reason, at the time of the Meeting, any of the nominees are unable to serve, and unless otherwise specified, it is intended that the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion.

The following table sets forth information with respect to each person proposed to be nominated for election as a director, including the number of Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Circular. The information as to Shares beneficially owned, or controlled or directed, directly or indirectly, not being within the knowledge of MindMed, has been furnished by the respective nominees individually or obtained from the System for Electronic Disclosure by Insiders.

Mr. Hurst owns or has direction over 445,000 Multiple Voting Shares through Savant Addiction Medicine, LLC, of which he is the managing member, 206 Multiple Voting Shares through Savant HWP Holdings, LLC, of which he is the managing member, 10,999.99 Multiple Voting Shares through Savant HWP, Inc., of which he is co-founder, director, President and CEO, and 32,218.39 Multiple Voting Shares through Sunray Asset Management, of which he is the managing director.

Member of the Audit Committee. Ms. Makes is the Chair.

Member of the Compensation, Nomination and Governance Committee. Mr. Linton is the Chair.

Mr. Linton controls 5,000,000 Subordinate Voting Shares through The Linton Family Trust.

Mr. Dellelce controls 6,121,041 Subordinate Voting Shares through Perry N. Dellelce Professional Corporation.

Majority Voting for Election of Directors

The Board has adopted a "majority voting" policy, pursuant to which if a nominee for election as director does not receive a greater number of votes "for" than votes "withheld" at a meeting of shareholders, such nominee shall offer his or her resignation as a director in writing to the Board promptly following the meeting of Shareholders at which the director was elected. This director's resignation is conditional on, and will be effective following, its acceptance by the Board.

Upon receiving such offer of resignation, the Board will determine whether or not to accept the resignation within 90 days following the meeting of Shareholders. The Board shall accept that director's resignation unless it decides that there are exceptional circumstances that prevent the Board from accepting it. The resignation will be effective when accepted by the Board, if applicable.

MindMed will announce the decision of the Board in a press release with respect to whether the Board has decided to accept such director's resignation and provide a copy of the press release to the NEO Exchange. If the Board determines not to accept the resignation, the press release will state the reasons for that decision.

The director who tendered such resignation will not be part of any deliberations of any Board committee (including the Compensation, Nomination and Governance Committee if such director is a member thereof) or of the Board pertaining to the resignation offer.

The "majority voting" policy only applies in circumstances involving an uncontested election of directors. For the purposes of the policy, an "uncontested election of directors" means that the number of nominees for election as a director is not more than the number of directors proposed to be elected to the Board. Following each meeting of Shareholders at which there is a vote on the election of directors at an uncontested meeting, the Corporation will promptly disclose by press release the detailed voting results for the election of each director.

Biographies of Directors

Biographical information regarding the foregoing is set forth below:

Jamon Alexander "J.R." Rahn: J.R. is a former Silicon Valley tech executive who believed that transformational solutions to mental illness and addiction might lie in developing psychedelic medicines through FDA clinical trials. J.R. 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, J.R. 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 partnered with Apple to provide device financing for Apple customers in Europe.

Miriam 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 most recently served 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.

Stephen Hurst: 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, he was co-founder, director, President & CEO of Savant HWP, Inc. (2009 - present) a biopharmaceutical company developing 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 Pneumo AMC 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.

Bruce Linton: 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 in sectors driven by waves of public policy change. In September 2019 Mr. Linton joined as Executive Chairman of Gage Growth Corp. (CSE:GAGE), a Michigan-based vertically integrated cannabis company that 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 also currently the Chairman of the Advisory Board for Red Light Holland Corp. (CSE: TRIP), Non-Executive Chairman of skare Capital, on the Board of Directors of the Canadian Olympic Foundation, Co-founder, Chairman and acting CEO of Ruckify Inc., Co-Chairman and former Chief Executive Officer of Martello Technologies Group Inc. (TSXV: MTLO) and an active investor with Slang Worldwide Inc. (CSE:SLNG) and with OG DNA Genetics Inc. Bruce is the Founder and former Chairman and Chief Executive Officer of Canopy Growth Corporation (TSX: WEED; NASDAQ: CGC). Bruce was also Chairman and Chief Executive Officer of Collective Growth Corporation; a special acquisition purpose company which went public on NASDAQ on May 1, 2020 and completed its business combination transaction with Innoviz Technologies Ltd. (NASDAQ: INVZ) in April 2021. As the leading industry voice, Bruce is a regular with CNN, Yahoo Finance, Cheddar, and Bloomberg and has been the recipient in 2018 of The Bloomberg 50.

Perry Dellelce: 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 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.

Brigid A. Makes: Brigid has more than 35 years of experience, primarily working with med-tech and biopharmaceutical companies. She has served as a member of our board of directors since December 2019. Ms. Makes has served as an independent consultant for medical device and healthcare companies since July 2017, specifically advising on finance, accounting strategy and funding responsibilities. From September 2011 to July 2017, Ms. Makes served as Senior Vice

President and Chief Financial Officer of Miramar Labs, Inc., a biotechnology company focused on aesthetics and dermatology. From 2006 to 2011, Ms. Makes served as Senior Vice President and Chief Financial Officer of AGA Medical Corp, a leader in developing interventional devices for the minimally invasive treatment of structural heart defects and peripheral vascular disorders. Prior to AGA, Ms. Makes held various positions at Nektar Therapeutics Inc. from 1999 to 2006, including serving as Chief Financial Officer. Since September 2020, Ms. Makes has also been a member of the board of directors of Aziyo Biologics Inc., a publicly traded commercial-stage regenerative medicine company, where Ms. Makes serves as chair on the Audit Committee and the Nominating & Corporate Governance Committee. Ms. Makes holds an M.B.A. from Bentley University and a Bachelor of Commerce degree in Finance & International Business from McGill University.

Cease Trade Orders, Bankruptcies and Penalties and Sanctions

To the knowledge of MindMed, except as disclosed herein, no proposed director is, as at the date of this Circular, or was within 10 years before the date of this Circular, a director or chief executive officer or chief financial officer of any company (including MindMed) that: (a) was the subject of an order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, "order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

On July 9, 2020, Lendified Holdings Inc., in respect of which Perry Dellelce was and remains a director, was issued a cease trade order from the Ontario Securities Commission for failing to file audited annual financial statements of Lendified PrivCo Holding Corporation for the year ended December 31, 2019. The audited annual financial statements were subsequently filed, and the cease trade order is no longer in effect.