Mr. Zeeshan Saeed reports

FSD PHARMA FILES FINAL BASE SHELF PROSPECTUS TO REPLACE EXPIRED BASE SHELF PROSPECTUS AND FORM F-3 REGISTRATION STATEMENT WITH THE SEC

FSD Pharma Inc., further to its news release dated Nov. 6, 2023, in order to replace its prior base shelf prospectus that expired, has filed and obtained a receipt for its final short form base shelf prospectus dated Dec. 22, 2023, to provide the company with the flexibility to take advantage of financing opportunities and favourable market conditions, if and when needed, during the 25-month period that the prospectus remains effective.

The prospectus has been filed in each of the provinces and territories in Canada. The prospectus enables the company to offer, issue and sell, from time to time, Class B subordinate voting shares, subscription receipts, warrants and units, or any combination thereof, for up to an aggregate offering amount of $50-million (U.S.), in one or more transactions during the effective period. Should the company decide to offer securities during the effective period, the specific terms, including the use of proceeds from any offering of securities, will be set forth in one or more related prospectus supplements to the prospectus.

The company also filed today a registration statement on Form F-3 containing a base shelf prospectus with the United States Securities and Exchange Commission (SEC). The registration statement is expected to become effective following review by the SEC. The registration statement (when effective) will also qualify the offer, issue and sale, from time to time, of securities up to an aggregate amount of $50-million (U.S.), subject to limitations, as applicable, under Form F-3. The registration statement will be available for use by the company for a period of three years from its effective date. The terms of any securities to be offered under the base prospectus will be specified in a prospectus supplement, which will be filed with the SEC in connection with any such offer.

The company has filed the prospectus and registration statement to provide the company with greater financial flexibility over the next two years. The company, however, has not entered into any agreements or arrangements to authorize or offer any securities at this time.

The company may also use the prospectus and registration statement, as applicable, in connection with an at-the-market distribution in accordance with applicable securities laws, which would permit securities to be sold on behalf of the company through the Canadian Securities Exchange, Nasdaq Stock Market LLC or other existing trading markets, as further described in the applicable prospectus supplement.

The registration statement has been filed with the SEC but is not yet effective. The securities may not be sold nor may offers to buy be accepted under the registration statement prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell nor the solicitation of an offer to buy the securities, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer of securities will occur solely by means of the base shelf prospectus included in the registration statement and/or the prospectus and one or more prospectus supplements that would be issued at the time of any such offering.

The company may use the net proceeds from the sale of securities as outlined in the prospectus and registration statement, as applicable. If any securities are offered under the prospectus and/or registration statement, as applicable, the terms of any such securities and any updated intended use of the net proceeds resulting from such offering would be established at the time of any offering and would be described in a prospectus supplement filed with the applicable Canadian securities regulatory authorities and/or the SEC, as applicable, at the time of such offering and would be made available by the company.

A copy of the prospectus and the preliminary short form base shelf prospectus can be found on the company's profile on SEDAR+. A copy of the registration statement can be found on the company's profile on EDGAR.

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 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 has also licensed 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 for use in the consumer recreational sector, to Celly Nutrition Corp. (Celly Nu) and is entitled to a royalty on the revenue generated by Celly Nu from sales of products created using the technology rights granted under the licensing agreement. FSD continues its R&D (research and development) activities to develop novel formulations for alcohol misuse disorders and continues the development of such treatments for use in the health care sector. 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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