FSD Pharma Inc. entered into a definitive agreement to Spin-Off 34.66% stake of Celly Nutrition Corp on October 4, 2023. FSD Pharma Inc. intends to distribute Celly shares to its shareholders. Each FSD Pharma Securities shareholders will receive shares in Celly Nutrition Corp on 1:1. The Company expects that this will result in an aggregate of approximately 45,714,621 Celly Shares being distributed to the FSD Pharma Securityholders, and an aggregate of approximately 154,285,379 Celly Shares retained by the Company.

Subject to the approval of the FSD Pharma Securityholders, the transaction will be effected by way of a court approved plan of arrangement. The meeting of the FSD Pharma Securityholders to consider and vote upon a special resolution will be held virtually on November 20, 2023. As of November 22, 2023, FSD pharma shareholders has approved the transaction.

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 November 24, 2023, the Ontario Superior Court of Justice has approved the transaction. Marrelli Trust Company Limited acted as a transfer agent.