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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,is pleased to announce that the company, in the upcoming weeks will be announcing the record date for the Company's special dividend of shares of Celly Nutrition Corp. ("Celly Nu"), the holder of exclusive rights to FSD Pharma's revolutionary recreational alcohol misuse technology. Led by beverage and marketing icons, Celly Nu is actively developing a first-in-class product that has been shown to effectively expedite alcohol metabolism. In the coming weeks shareholders of FSD Pharma will become shareholders in Celly Nu, assuming all customary conditions and approvals are achieved.
The Company believes this will be an optimal way to return value to its shareholders considering the structure of the licensing agreement between Celly Nu and FSD Pharma. Going forward, FSD Pharma shareholders, Celly Nu shareholders - which include Kevin Harrington and Gerry David - and both companies will be aligned to potentially capitalize on successes of Celly Nu. FSD Pharma shareholders will not only benefit from the growth of Celly Nu with the development and sales of products to organically build value, they will concurrently participate in the growth of FSD Pharma, which is entitled to a 7% royalty on all future gross revenue Celly derives from sales of products using the Company's technology.
The Details:
Further to its press releases of October 5, 2023 and October 24, 2023, the Company plans, subject to the satisfaction of all applicable closing conditions, to implement the plan of arrangement (the "Arrangement") by distributing common shares in the capital of Celly Nutrition Corp. ("Celly Nu Shares") to FSD Pharma securityholders (as defined below) on the proposed distribution date of which will be announced in the upcoming weeks, (the "Proposed Distribution Date"). Only if you are a shareholder or warrant holder of record of a FSD Pharma as of 5 PM ET on the record date (which will be announced as well along with the distribution date), will you receive a Celly Nutrition Share. The dividend ratio is 1:1, meaning that for every FSD Pharma share or warrant held by an investor, one Celly Nu Share will be delivered to that investor.
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 ("FSD Pharma Distribution Warrants"; together with the holders of Class A Shares and Class B Shares, the "FSD Pharma Securityholders") of record date will be eligible to receive Celly Nu Shares on the Proposed Distribution Date pursuant to the Plan of Arrangement.
As a result of the Arrangement, FSD Pharma Securityholders are expected to receive one Celly Nu Share in respect of each Class A Share, Class B Share, or FSD Pharma Distribution Warrant that is held by such FSD Pharma Securityholder. The Company expects that this will result in an aggregate of approximately 45,694,621 Celly Nu Shares being distributed to the FSD Pharma Securityholders and an aggregate of approximately 154,305,379 Celly Nu Shares retained by the Company, in each case assuming that the number of all classes of shares, and FSD Pharma Distribution Warrants remains unchanged between today and the Proposed Distribution Date. It is expected that DRS statements representing the Celly Nu Shares to which the registered FSD Pharma Securityholders are entitled to under the Arrangement will be sent out on or about the Proposed Distribution Date.
The special meeting of the FSD Pharma Securityholders to vote on the Arrangement is scheduled to be held on November 20, 2023 (the "Meeting"). Additionally, the final hearing at the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled for November 24, 2023. FSD encourages shareholders to vote.
Complete details of the terms of the Arrangement are set out in the Arrangement Agreement, as particularized in the Management Information Circular of the Company dated October 20, 2023, which is available for viewing under the Company's SEDAR+ profile at www.sedarplus.ca.
