FSD Pharma Inc. (NASDAQ:HUGE)(CSE:HUGE)(FRA:0K9A) (“FSD Pharma” or the “Company“), a biopharmaceutical company dedicated to building a portfolio of innovative assets and biotech solutions, and Celly Nutrition Corp. (“Celly Nu”) announced today that they have entered into a definitive arrangement agreement dated October 4, 2023 (the “Agreement”) with respect to the distribution of a portion of FSD Pharma’s shareholdings of Celly Nu to certain securityholders of FSD Pharma (the “Transaction”).

The Agreement

Pursuant to the Agreement, the Company will recommend to the holders of class A multiple voting shares (“Class A Shares”), class B subordinate voting shares (“Class B 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 (“Class B Distribution Warrants”, collectively with the Class A Shares, and the Class B Shares, the “FSD Pharma Securities”) at an upcoming special meeting (the “Meeting”) to distribute common shares in the capital of Celly Nu (“Celly Shares”) to the holders of the FSD Pharma Securities (“FSD Pharma Securityholders”), on the basis of one Celly Share distributed in respect of each FSD Pharma Security that is issued and outstanding as of the final record date for the Transaction (the “Distribution Record Date”). The Company expects that this will result in an aggregate of approximately 45,714,621 Celly Shares being distributed to the FSD Pharma Securityholders (the “Distributed Shares”) and an aggregate of approximately 154,285,379 Celly Shares retained by the Company, in each case assuming that the number of FSD Pharma Securities remains unchanged between today and the Distribution Record Date.

Subject to the approval of the FSD Pharma Securityholders, the Transaction will be effected by way of a court approved plan of arrangement (“Plan of Arrangement”) under the provisions of the Business Corporations Act (Ontario). The Distribution Record Date will be announced promptly following receipt of the requisite approval of the FSD Pharma Securityholders and regulatory approvals. There will be no change in FSD Pharma Securityholders’ proportionate ownership in FSD Pharma Securities as a result of the Plan of Arrangement. In addition, holders of FSD Pharma options (“FSD Options”) and non-distribution warrants (“Non-Distribution Warrants”) as at the effective date of the Plan of Arrangement will have such FSD Options and Non-Distribution Warrants adjusted in accordance with their terms as a result of the Transaction.

The Meeting and Closing Conditions

The meeting of the FSD Pharma Securityholders to consider and vote upon a special resolution (the “Arrangement Resolution”) approving the Plan of Arrangement will be held virtually on November 20, 2023, at 1:00 p.m. (Toronto time) (the “Meeting”). Further information concerning the Plan of Arrangement and the Meeting will be provided in subsequent news releases, and the management information circular of the Company which will be filed on SEDAR+.

Closing of the Transaction is subject to a number of conditions, including (i) approval of the FSD Pharma Securityholders at the Meeting; (ii) court approval of the Plan of Arrangement; and (iii) certain other customary conditions as further set out in the Agreement. FSD Pharma Securityholders are cautioned that final details of the Plan of Arrangement are subject to change and that there is no certainty that the Transaction will be completed as currently proposed or at all.

About FSD Pharma

FSD Pharma Inc. is a biotechnology company with two candidates in different stages of development. Lucid Psychss Inc., a wholly owned subsidiary, is focused on the research and development of its lead compounds, Lucid-MS and UNBUZZD™. Lucid-MS is a molecular compound identified for the potential treatment of neurodegenerative disorders. UNBUZZD™ is a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation, and restoring normal lifestyle.

About Celly Nu

Celly Nu is a pre-revenue, early-stage research and development company that intends on developing and manufacturing consumer products in the dietary supplement industry. Celly Nu is primarily focused on developing its business through certain intellectual property assets to create recreational and consumer prototype products that are expected to alleviate inebriation due to excessive alcohol consumption.