FSD Pharma Inc. (NASDAQ: HUGE) is pleased to announce that the FSD Pharma Securityholders (defined below) have approved the previously-announced plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the “Arrangement“) pursuant to which common shares in the capital of Celly Nutrition Corp. (“Celly Nu“), will be distributed to the holders of class A multiple voting shares (“Class A Shares“), class B subordinate voting shares (“Class B Shares“), and holders of warrants exercisable for the purchase of class B subordinate voting shares, provided the applicable warrant certificate entitles the holder thereof to receive distributions substantially similar to those received by holders of Class B Shares (“FSD Pharma Distribution Warrants“; together with the holders of Class A Shares and Class B Shares, the “FSD Pharma Securityholders“). Further details regarding the Arrangement are described in the management information circular dated October 20, 2023 (the “Circular“) and the supplement to the Circular dated November 15, 2023 (the “Supplement“), each of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

At a special meeting of the FSD Pharma Securityholders held earlier today (the “Meeting“), the special resolution to approve the Arrangement was approved by 100% of the holders of Class A Shares (voting separately as a class) and 99.49% of the holders of Class B Shares and FSD Pharma Distribution Warrants (voting together as a class) that were virtually present or represented by proxy at the Meeting, excluding the votes of holders of securities whose votes are required to be excluded for the purposes of “minority approval” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in the context of a “business combination.”

Subject to the satisfaction of all applicable closing conditions of the Arrangement, the Celly Nu Shares will be distributed to FSD Pharma Securityholders as of the record date of November 28, 2023 on the distribution date of November 29, 2023. The ex-dividend date is November 27, 2023. As disclosed in the Supplement, the Celly Nu Shares that will be distributed to the FSD Pharma Securityholders pursuant to the Arrangement will be subject to restrictions on transfer, such that none of the Celly Nu Shares may be transferred until May 31, 2024, provided that, Celly Nu may, in its sole discretion, waive such restrictions, in whole or in part.

The Arrangement remains subject to the satisfaction or waiver of certain other closing conditions customary in a transaction of this nature, including the receipt of a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement (the “Final Order“). The hearing in respect of the Final Order is scheduled to take place on November 24, 2023. Assuming that these remaining conditions to closing are satisfied, the Arrangement is expected to close at or around the end of November 2023.