Mr. Zeeshan Saeed reports

FSD PHARMA ANNOUNCES AGREEMENT TO GRANT EXCLUSIVE RIGHTS TO REVOLUTIONARY RECREATIONAL ALCOHOL MISUSE TECHNOLOGY

FSD Pharma Inc. has entered into a non-binding letter of intent (LOI) dated June 19, 2023, with 1319741 B.C. Ltd., which will be renamed Celly Nutrition Inc. (Celly Nu), an unlisted reporting issuer, which sets forth the basic terms and conditions upon which Celly Nu will be granted exclusive rights to recreational applications for FSD Pharma's alcohol misuse technology (FSD's IP (intellectual property)) designed to accelerate alcohol detoxification. FSD Pharma will retain all rights to medical/pharmaceutical applications under its umbrella to further develop the franchise. For more information on the product please visit the company's website.

In return for exclusive rights to recreational products, FSD Pharma will receive royalty payments on future sales should a product, hypothesized as a beverage, be commercialized. Newly appointed advisory board members -- marketing icon Kevin Harrington and Gerry David, former Celsius Holdings Inc. chief executive officer, who cumulatively have generated billions of dollars of sales and value for brands and shareholders -- will be actively involved in Celly Nu, overseeing all operations, including marketing. Mr. David will be chairman of Celly Nu and is best known for his five-year tenure as chief executive officer at zero-calorie fitness drink maker Celsius Holdings, where he spearheaded a turnaround that resulted in a global sales explosion, influx of capital from notable strategic investors, and a rise in market capitalization that increased shareholder value 35-fold by exceeding $9-billion.

Pursuant to the terms of the agreement, it is intended that the company and Celly Nu will enter into a definitive licensing agreement and loan agreement which will result in the company providing an exclusive licence to Celly Nu on FSD's IP, for Celly Nu to commercialize, manufacture, produce, package, market and sell products developed using FSD's IP for recreational applications. Celly Nu will pay FSD Pharma a licence fee by issuing FSD Pharma 100 million common shares in the capital of Celly Nu and a 7-per-cent royalty on gross revenue. FSD Pharma may distribute some or all of Celly Nu shares to shareholders of the company in the future. In addition, pursuant to the terms of the agreement, concurrent with closing of the transaction, the company intends to loan Celly Nu up to $1-million on a secured basis, with a term of three years, which will bear interest at a rate of 10 per cent per annum.

Celly Nu will appoint John Duffy as chief executive officer. Mr. Duffy is a strategy-driven and results-oriented executive with close to three decades of successful consumer goods experience. "John is an excellent communicator with tested organizational skills. He is a rare leader that has demonstrated expertise across sales, marketing and operational functions, as well as a passion for the development of people," said Mr. David. Most recently, Mr. Duffy was co-founder, executive vice-president and chief commercial officer at Legends Access LLC, where he created and managed the influencer, social media and e-commerce platforms while developing partnerships with Fortune 500 clients. Prior to Legends Access, Mr. Duffy spent over 22 years in the Coca-Cola system, including roles of increasing responsibilities across multiple functions. In his last role at Coca-Cola, as vice-president of national sales, Mr. Duffy led the customer management team responsible for the Coca-Cola systems' largest foodservice distributor, Sysco. In this role, Duffy managed $1-billion-plus revenue, developed a reputation for innovative customer partnerships and was recognized as one of Sysco's top global suppliers. Mr. Duffy earned a bachelor's degree in economics from the University of Massachusetts, Dartmouth, and an MBA with a concentration in marketing from Suffolk University's Sawyer Business School in Boston, Mass.

The board of directors of Celly Nu will be Mr. David as chairman, Dr. Lakshmi Kotra and Zeeshan Saeed.

"We chose to differentiate pipelines compartmentalizing the pharmaceutical products from recreational products, to enable it to be brought to market faster," said Mr. Saeed, president and executive co-chairman at FSD Pharma. "I am thrilled to provide HUGE shareholders an extremely rare opportunity to participate in a company that not only has a strong and diverse pharmaceutical pipeline, but also a venerable marketing gurus Kevin Harrington and Gerry David are paired for the first time to provide oversight and direction for a first-in-class product."

About FSD Pharma Inc.

FSD Pharma is a biotechnology company with three drug candidates in different stages of development. FSD BioSciences Inc., a wholly owned subsidiary, is focused on pharmaceutical research and development of its lead compound, FSD201, a proprietary ultramicronized PEA (palmitoyl ethylamine) formulation, for the treatment of inflammatory diseases. Lucid Psychss Inc., a wholly owned subsidiary, is focused on the research and development of its lead compounds, Lucid-Psych and Lucid-MS. Lucid-Psych is a molecular compound identified for the potential treatment of mental health disorders, and expanding this category, the company is investigating other products addressing acute medical needs due to the abuse of drugs such as alcohol. Lucid-MS is a molecular compound identified for the potential treatment of neurodegenerative disorders.

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