Mr. Zeeshan Saeed reports

FSD PHARMA INC. ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

FSD Pharma Inc. has released the results of its annual general and special meeting of shareholders, held on Monday, July 22, 2024, in person at 801-1 Adelaide St. East, Toronto, Ont., M5C 2V9 (AGSM).

There were shareholders represented in person or by proxy at the AGSM holding 72 Class A multiple voting shares and 15,960,879 Class B subordinate voting shares, representing 100 per cent and 35.45 per cent of the votes attached to the Class A multiple voting shares and Class B subordinate voting shares, respectively, with each Class A multiple voting share entitling the holders thereof to 276,660 votes on all matters, for each Class A multiple voting share held.

Each nominee listed in the company's management information circular dated June 10, 2024, was elected as a director of the company. Each director will serve until the next annual meeting of shareholders or until his or her successor is duly elected or appointed. The results of which were as shown in the attached table.

As a result, the nominees for election as directors set out herein were elected as directors of the company to serve until the close of the next annual meeting of shareholders or until their successors are elected or appointed.

In addition, at the AGSM, the shareholders also: (i) reappointed MNP LLP as the company's auditor and authorized the directors to fix the auditor's remuneration, (ii) approved a share consolidation resolution, enabling the board of directors of the company of up to 100 preconsolidation Class A multiple voting shares and Class B subordinate voting shares for one postconsolidation Class A multiple voting share and Class B subordinate voting share, as applicable, to be determined by the board in its sole discretion; (iii) approved a special resolution enabling the board to effect a name change of the company, to be determined by management in its sole discretion (the name change); (iv) the holders of Class B subordinate voting shares, exclusive of Class B subordinate voting shares held by holders of Class A multiple voting shares, passed a special resolution approving and ratifying the company's articles of amendment which were filed on Feb. 3, 2020, expanding the definition of permitted holders under the company's articles; and (v) the holders of Class B subordinate voting shares, exclusive of Class B subordinate voting shares held by holders of Class A multiple voting shares, passed an ordinary resolution authorizing the board to approve, in its sole discretion, the issuance of additional Class A multiple voting shares up to the maximum number permitted by the applicable regulatory authorities, as further described in the circular.

For more information on these matters and capitalized terms used in this press release but not defined herein, please refer to the company's management information circular dated June 10, 2024, on SEDAR+. Details of company's report of voting results are available under the company's SEDAR+ profile.

Name change

In the event that the company proceeds with a name change, letters of transmittal will be made available to shareholders of the company for use in depositing their certificates representing their Class A multiple voting shares or Class B subordinate voting shares to the company's transfer agent in exchange for new certificates representing the new name of the company. Shareholders are not required to take any action at this time. Non-registered shareholders holding their Class A multiple voting shares or Class B subordinate voting shares through an intermediary should note that intermediaries may have different procedures for processing a name change than those that will be put in place by the company for registered shareholders. If you hold your Class A multiple voting shares or Class B subordinate voting shares with an intermediary and you have questions in this regard, you are encouraged to contact your intermediary. Shareholders should not destroy any share certificates and should not submit any certificates until requested to do so, if required.

You may contact the transfer agent, Marrelli Trust Company Ltd., by mail at c/o Marrelli Transfer Services Corp., 82 Richmond St. East, Toronto, Ont., M5C 1P1, by telephone at 416-361-0737 or over e-mail at info@marrellitrust.ca.

About FSD Pharma Inc.

FSD Pharma 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 Pharma 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 Pharma invented unbuzzd and spun out its over-the-counter version to a company, Celly Nutrition Corp., led by industry veterans. FSD Pharma retains ownership of 25.71 per cent (March 31, 2024) of Celly Nutrition. The agreement with Celly Nutrition also includes royalty payments of 7 per cent of sales from unbuzzd until payments to FSD Pharma total $250-million. Once $250-million is reached, the royalty drops to 3 per cent in perpetuity. Additionally, FSD Pharma retains a large tax loss carry forward of approximately $130-million that could be utilized in the future to offset tax payable obligations against future profits. FSD Pharma retains 100 per cent of the rights to develop similar product or alternative formulations specifically for pharmaceutical/medical uses. FSD Pharma maintains a portfolio of strategic investments through its wholly owned subsidiary, FSD Strategic Investments Inc., which represent loans secured by residential or commercial property.

We seek Safe Harbor.