Mr. Zeeshan Saeed reports

FSD PHARMA INC. AND CELLY NUTRITION CORP. ANNOUNCE COMPLETION OF PLAN OF ARRANGEMENT

FSD Pharma Inc. and Celly Nutrition Corp. have closed the previously announced proposed distribution of a portion of FSD Pharma's holdings of common shares of Celly Nu to certain securityholders of FSD Pharma through a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario), pursuant to the arrangement agreement dated Oct. 4, 2023.

As described in FSD Pharma's press release dated Nov. 21, 2023, the record date of the plan of arrangement was set at Nov. 28, 2023. On Nov. 29, 2023, being the effective date for the distribution by FSD Pharma of a portion of its Celly Nu shares pursuant to the plan of arrangement, holders of Class A multiple voting shares, Class B subordinate voting shares and holders of 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, received one Celly Nu share for each Class A share, Class B share or FSD Pharma distribution warrant held. FSD Pharma securityholders also received new Class A shares, new Class B shares and new FSD Pharma distribution warrants (new FSD Pharma securities) in exchange for their Class A shares, Class B shares and FSD Pharma distribution warrants. Further details concerning the share exchange are set forth in the circular (as defined herein) and the arrangement agreement, each of which is available under FSD Pharma's profile on SEDAR+.

New Cusip and ISIN numbers for Class B shares following the completion of the plan of arrangement are 35954B404 and CA35954B4047 respectively. New Cusip and ISIN numbers for Class A shares following the completion of the plan of arrangement are 35954B305 and CA35954B3056 respectively. The Celly Nu shares distributed pursuant to the plan of arrangement have the Cusip and ISIN numbers 150965200 and CA1509652006 respectively.

In order to receive Celly Nu shares and new FSD Pharma securities in respect of Class B shares, Class A shares and/or FSD Pharma distribution warrants as of the record date, registered FSD Pharma securityholders must complete, sign, date and return the letter of transmittal that was mailed to each registered FSD Pharma securityholder. The letter of transmittal is also available under FSD Pharma's profile on SEDAR+. For those FSD Pharma securityholders whose Class B shares, Class A shares and/or FSD Pharma distribution warrants are registered in the name of a broker, investment dealer, bank, trust company, trust, or other intermediary or nominee, they should contact such nominee for assistance and should follow the instructions of such intermediary or nominee.

As disclosed in FSD Pharma's press release dated Nov. 15, 2023, the Celly Nu shares distributed to FSD Pharma securityholders as part of the plan of arrangement are subject to restrictions on resale. The Celly Nu shares that are distributed may not be transferred until May 31, 2024, provided that, Celly Nu may, in its sole discretion, waive such restrictions, in whole or in part.

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

Early warning disclosure

FSD Pharma has filed an early warning report in respect of Celly Nu. On the effective date, FSD Pharma completed a distribution of 45,712,529 Celly Nu shares from its holdings to the FSD Pharma securityholders.

This section of the press release discloses the requirements of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing of an early warning report by FSD Pharma in respect of Celly Nu shares.

Since the last early warning report filed by FSD Pharma, Celly Nu announced a forward stock split of issued and outstanding Celly Nu shares on the basis of two postsplit shares for every one presplit share on Aug. 22, 2023. As a result of the stock split, FSD Pharma's shareholding increased by 100 million Celly Nu shares to an aggregate of 200 million Celly Nu shares.

As a result of the stock split and the distribution, FSD Pharma's shareholding changed from 100 million Celly Nu shares and an anti-dilution warrant (which entitles FSD Pharma to exercise the warrant to increase their holding in Celly Nu to 25 per cent for nominal consideration), representing 34.66 per cent of the then-outstanding Celly Nu shares, to 154,287,471 Celly Nu shares and the anti-dilution warrant, representing 26.15 per cent of the outstanding Celly Nu shares on an undiluted basis.

FSD Pharma disposed of the Celly Nu shares under the distribution effected by way of the plan of arrangement. For more information, please refer to the circular and the supplement. In the future, FSD Pharma may evaluate its investment in Celly Nu from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements or otherwise. A copy of the early warning report being filed by FSD Pharma may be obtained on Celly Nu's SEDAR+ profile or by contacting FSD Pharma's head office at 199 Bay St., suite 4000, Toronto, Ont., M5L 1A9, Canada.

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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