Mr. Zeeshan Saeed reports

FSD PHARMA INC. OBTAINS FINAL ORDER FOR PLAN OF ARRANGEMENT

FSD Pharma Inc. obtained a final order on Nov. 24, 2023, from the Ontario Superior Court of Justice (Commercial List) approving the previously announced statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) pursuant to which common shares in the capital of Celly Nutrition Corp., will be distributed to the holders of Class A multiple voting shares, Class B subordinate voting shares and warrants exercisable for the purchase of Class B shares, provided the applicable warrant certificate entitles the holder thereof to receive distributions substantially similar to those received by holders of Class B shares.

As previously disclosed in the company's press release dated Nov. 21, 2023, at a special meeting of the FSD Pharma securityholders, the special resolution to authorize the arrangement was approved on Nov. 20, 2023.

It is currently anticipated that the arrangement will close on or about Nov. 29, 2023, subject to the satisfaction and/or waiver of all customary conditions precedent set forth in the arrangement agreement dated Oct. 4, 2023. Upon closing of the arrangement, FSD Pharma securityholders will receive one Celly Nu share for each Class A share, Class B share and/or FSD Pharma distribution warrant held.

Further details regarding the consideration and the arrangement are described in the management information circular dated Oct. 20, 2023, the supplement to the circular filed on Nov. 15, 2023, and the arrangement agreement, each of which is available under the company's profile on SEDAR+.

The company is also pleased to announce a non-brokered private placement of Class A shares. The company expects to offer up to 24 Class A shares at a price of $1.90 per Class A share, and expects that the entirety of the offering will be subscribed for by certain of the existing holders of Class A shares. All Class A shares issued pursuant to the offering will be subject to hold periods of four months and a day from the date of closing.

About FSD Pharma Inc.

FSD is a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions for the treatment of challenging neurodegenerative, inflammatory and metabolic disorders, and alcohol misuse disorders with drug candidates in different stages of development. Through its wholly owned subsidiary, Lucid Psycheceuticals Inc., FSD is focused on the research and development of its lead compound, Lucid-MS (formerly Lucid-21-302). Lucid-MS is a patented new chemical entity shown to prevent and reverse myelin degradation, the underlying mechanism of multiple sclerosis, in preclinical models. FSD is also focused on the research and development of Unbuzzd, a proprietary formulation of natural ingredients, vitamins and minerals to help with liver and brain function for the purposes of quickly relieving individuals from the effects of alcohol consumption. FSD maintains a portfolio of strategic investments through its wholly owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential or commercial property.

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