Q&A

Shareholder Questions About the Company

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What is this Meeting about?>

This Meeting is about the Dissidents self-serving plan to have the Company acquire a start-up notionally in the psychedelics sector (the "Start-Up"), with no track record, cash, or research and development activities, and the failure of Mr. Durkacz and certain other Dissidents to properly disclose their substantial interests in the Start-Up. The Dissidents seek to double-down on their failed strategy of acquiring the Start-Up in order to benefit at the expense of the interests of all Shareholders. They intend to do this by seeking disproportionate, 100% control of the Board by installing the hand-picked Dissident Director Nominees who will not oppose the lead Dissident, Mr. Durkacz.

How does the Company recommend I vote?>

The Company is recommending that Shareholders vote:

  1. FOR fixing the number of directors at seven and electing the following slate of directors;
      Dr. Raza Bokhari, MD
      Hon. Stephen Buyer
      Robert J. Ciaruffoli, CPA
      Gerald (Gerry) Goldberg, CPA, CA
      Dr. Larry Kaiser, MD, FACS
      Frank Lavelle
  2. FOR the special resolution, to amend the articles of amalgamation, as amended (the "Articles") to provide for a "sunset" provision with respect to the Class A Shares;

    The Management Director Nominees believe that one share should equal one vote. As detailed in the Circular, the Management Director Nominees plan to collapse the Company's dual-share structure and in doing so, strengthen Shareholders' voting power.
  3. FOR the re-appointment of MNP LLP as the auditor of the Company and authorization of the Board to fix the remuneration of the auditor;
  4. FOR the special resolution, authorizing and approving a change of the registered office of the Company from Durham Region, Ontario to a location in the City of Toronto, Ontario; and
  5. FOR the ratification of the adoption of the amended and restated by-law no. 1 of the Company.

Why should I vote for the Management Director Nominees and vote the BLUE proxy?>

The Management Director Nominees support a strategy to create significant value for ALL Shareholders and a plan to strengthen the voting power of all Shareholders – at no cost to Shareholders. The five incumbent Management Director Nominees and two new Management Director Nominees bring superior experience and expertise and are best-positioned to ably represent the interests of ALL Shareholders.

How do the Management Director Nominees intend to do to enhance Shareholder value?>

The incumbent Management Director Nominees are directly responsible for the Company's turnaround from a failed cannabis start-up to a well-capitalized, advanced drug development company. They have the skills and experience to advance the United States Food and Drug Administration (the "FDA") trials and pursue further drug development opportunities. Until the recent events surrounding the termination Start-Up transaction, their vision for the Company was supported by Mr. Durkacz and Mr. Saeed. They seek a democratization of the Company's share structure by way of their proposal to eliminate the Class A Shares.

What is the Company's response to the claims made in the Dissident Circular? >

The Dissidents purport to have a number of concerns with the Company, but the facts show that this proxy contest is really about obtaining control of the Board in order to push the approval of the Start-Up acquisition a non-arms-length transaction, for an unattractive asset, where Mr. Durkcaz and other Dissidents stand to benefit at the expense of the interests of all other Shareholders. Many, if not all of the allegations made in the Dissident Circular were supported by the Mr. Durkcaz and Mr. Saeed at the time such decisions were made, a fact that was conveniently absent in the Dissident Circular.

Who are the Dissident Shareholders?>

The Dissident Shareholders are:

  • Anthony Durkacz – former Co-Chair and current director of the Company;
  • Zeeshan Saeed – former President and former director of the Company;
  • First Republic Capital Corporation – a company controlled by Anthony Durkacz;
  • Andrew Durkacz – a family member of Anthony Durkacz;
  • Gloria Durkacz – a family member of Anthony Durkacz;
  • Fortius Research and Trading Corp. – a company controlled by Anthony Durkacz;
  • Xorax Family Trust – a trust of which Zeeshan Saeed is a beneficiary; and
  • Zachary Dutton – a former employee of the Company.

Why are the Dissident Shareholders seeking to reconstitute the Board?>

The Dissidents seek to reconstitute the Board in order to acquire the Start-Up in order to benefit themselves at the expense of the interests of all Shareholders. They intend to do this by seeking disproportionate, 100% control of the Board by installing the hand-picked Dissident Director Nominees who will not oppose the lead Dissident, Mr. Durkacz.

What are the reasons Shareholders should NOT vote in favour of the Dissident Nominees?>

There are a number of significant independence, conflict of interest and competency concerns with the Dissident Director Nominees, which suggest that they are not well-positioned to represent the interests of ALL Shareholders. At the centre of this concern is Mr. Durkacz, First Republic Capital Corporation and their pre-existing and interlocking relationships among the Dissident Director Nominees.

Who should I contact for more information on or assistance with voting?>



If you have any questions or require any assistance in executing your proxy or voting instruction form, please call Gryphon Advisors Inc. at:

North American Toll-Free Number: 1.833.292.5847
Outside North America, Banks, Brokers and Collect Calls: 416.902.5565
Email: inquiries@gryphonadvisors.ca
North American Toll-Free Facsimile: 1.877.218.5372

For up-to-date information and convenience in voting please visit www.fsdfuture.com.

The solicitation of the BLUE proxies by this Circular is being made by or on behalf of Management. The Company has also engaged Gryphon Advisors Inc. ("Gryphon") as its proxy solicitation agent and strategic shareholder advisor. Shareholders may contact Gryphon with any questions, or for assistance with voting, 1.833.292.5847 toll-free in North America (1.416.902.5565 by collect call) or by email at inquiries@gryphonadvisors.ca. The Company may utilize Broadridge Financial Solutions Inc. ("Broadridge") to assist Beneficial Shareholders (as defined herein) with voting their Shares over the telephone. Alternatively, Gryphon may contact such Beneficial Shareholders to assist them with conveniently voting their shares directly over the phone.



Shareholder Questions About Voting

Where is the hybrid meeting?>

The Meeting is scheduled to be held at 9:00 a.m. (Toronto/New York Time) on Friday, May 14, 2021. Out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 Pandemic, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, the Company will be holding the Meeting in a hybrid format. The Meeting will have a physical meeting location (The Union League of Philadelphia at 140 S Broad St, Philadelphia, PA 19102) and will permit limited in-person attendance subject to compliance with public health orders and protocols, but the Meeting will also permit Shareholders and duly appointed and registered proxyholders to participate virtually via live webcast. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. The live webcast will be accessible online at https://web.lumiagm.com/254368544, using password "fsd2021" (case sensitive).

The Company requests that Shareholders not attend the Meeting in person. The Company encourages Shareholders to instead vote in advance of the Meeting via mail, telephone, facsimile or online or at the Meeting virtually via the live webcast. The Company intends to follow the guidelines for maximum number of attendees permitted and physical distancing protocols as prescribed by the public health authorities in the Commonwealth of Pennsylvania, including the City of Philadelphia to minimize the spread of COVID-19, as such guidelines are applicable as at the date of the Meeting.

Who is entitled to vote?>

Each Shareholder is entitled to one vote for each Class B Share held and 276,660 votes for each Class A Share held, registered in such Shareholder's name as of the close of business on April 14, 2021, being the record date for the purpose of determining the Shareholders entitled to receive notice of and to vote at the Meeting (the "Record Date").

As at the Record Date, 72 Class A Shares and 35,991,846 Class B Shares (collectively, the "Shares") were issued and outstanding and entitled to be voted at the Meeting.

Only Shareholders at the close of business on the Record Date are entitled to vote at the Meeting, or any adjournment thereof, either in person or by proxy, in respect of all matters which may properly come before the Meeting, or any adjournment thereof.

Why am I receiving more than one proxy?>

Management is soliciting proxies for the election to the Board the persons named on the BLUE proxy and urges Shareholders NOT to sign or return or vote any proxy card sent by the Dissident Shareholders. Shareholders who have already voted using a proxy card sent by the Dissident Shareholders can: (a) recast their votes using the Company's BLUE proxy prior to the Proxy Deadline; or (ii) revoke their proxy by following the instructions set out in the Circular under the heading "Shareholder Questions About Voting - Can a Shareholder take back their proxy once it has been given?"

How do I vote if I am a REGISTERED Shareholder?>

A registered Shareholder is a Shareholder that holds their Shares directly in their own name and not in the name of an Intermediary (as defined below). Registered Shareholders may exercise their right to vote by voting online at the Meeting or by voting using any of the methods outlined on the BLUE proxy.

Registered Shareholders who attend the Meeting are entitled to cast one vote for each Class B Share held and 276,660 votes for each Class A Share held on each resolution put before the Meeting. Whether or not a Shareholder plans to attend the Meeting, Shareholders are encouraged to vote using any of the outlined methods on the BLUE proxy. A Shareholder's participation in person in a vote by ballot at the Meeting will automatically revoke any proxy previously given.

To vote in advance by mail or facsimile using the BLUE proxy

The completed, signed and dated BLUE proxy must be received by 9:00 a.m. (Toronto time) on May 12, 2021, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting (the "Proxy Deadline"):

  1. by Computershare Investor Services Inc. ("Computershare") at Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (the "Computershare Address"); or
  2. by Computershare via facsimile at 1-866-249-7775 for calls within Canada and the United States (there is no charge for this call); or at 416-263-9524 for calls outside Canada and the United States.

Shareholders may also, prior to the Proxy Deadline, deposit an instrument in writing, including another completed form of proxy, executed by such registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the registered Shareholder is a company or other similar entity, by an authorized officer or attorney thereof with Computershare at the Computershare Address.

To vote in advance by telephone

Registered Shareholders can, before the Proxy Deadline, call, toll-free in North America at 1.866.732.8683 or outside North America at 1.312.588.4290. Registered Shareholders will be prompted to provide their 15-digit control number printed on such Shareholder's BLUE proxy. The telephone voting service is available until the Proxy Deadline and Registered Shareholders may not appoint a person as proxyholder other than the Management nominees named in the BLUE proxy when voting by telephone.

To vote in advance via the Internet

Prior to the Proxy Deadline, access www.investorvote.com and follow the instructions on the screen. Registered Shareholders will be prompted to provide their 15-digit control number printed on such Shareholder's BLUE proxy.

To vote at the Meeting

Registered Shareholders can attend the Meeting in person or virtually. Registered Shareholders should not fill out and return the BLUE proxy if you intend to vote in person or virtually at the Meeting. Due to the COVID-19 pandemic, to mitigate risk to the health and safety of our communities, Shareholders and employees, the Company requests that Shareholders not attend the Meeting in person. The Company encourages Shareholders to instead vote in advance of the Meeting via mail, facsimile, telephone or online or at the meeting virtually via the live webcast. Go to https://web.lumiagm.com/254368544, click on "I have a Login", enter your 15-digit control number found on your BLUE proxy and the password, "fsd2021" (case sensitive), and click the "Login" button. See "How can I vote virtually at the Meeting?" and "How can I ask questions virtually at the Meeting?" for more information.

How do I Appoint a Proxyholder?>

A proxyholder is the person a Shareholder appoints to cast such Shareholder's votes at the Meeting. Signing the BLUE proxy appoints the directors or officers of the Company stated in the BLUE proxy, as proxyholder to vote a Shareholders Shares at the Meeting. Shareholders can choose any person to be their proxyholder; it does not have to be the persons Management has designated in the BLUE proxy. To appoint a different proxyholder, Shareholders can write in the name of the person they would like to appoint in the blank space provided in the BLUE proxy and follow the instructions for submitting the BLUE proxy. This must be completed before registering your proxyholder with Computershare, which is an additional step to be completed one you have submitted your BLUE proxy. Once a Shareholder has submitted their BLUE proxy such Shareholder must access http://www.computershare.com/FSDPharma no later than the Proxy Deadline, and provide Computershare with the required proxyholder contact information so that Computershare may provide your proxyholder with a user name for the Meeting via email. Failure to register a Shareholder's appointed proxyholder will result in such proxyholder not receiving a user name, which will prevent them from being able to ask questions or vote at the Meeting. If a Shareholder appoints a third party proxyholder, please ensure that such third-party proxyholder is aware that they have been appointed, that they will participate at the Meeting and that they have received their user name prior to the Meeting. Once a proxyholder has been registered and receives a user name, they can attend the Meeting in-person or virtually. To attend virtually the proxyholder must access https://web.lumiagm.com/254368544, click on "I have a Login", entering the user name provided to them by Computershare and the password, "fsd2021" (case sensitive), and clicking the "Login" button. See below under the headings "How can I vote virtually at the Meeting?" and "How can I ask questions virtually at the Meeting?" for more information.

Who is soliciting my BLUE proxy?>

Management of the Company is soliciting your BLUE proxy for use at the Meeting. All associated costs of solicitation will be borne by the Company. The solicitation will be conducted primarily by mail, but proxies may also be solicited personally, by telephone or electronically, by our regular employees for which no additional compensation will be paid or by Gryphon, our proxy solicitation agent (as described below). However, the Company may, at its own expense, pay those entities holding Shares in the names of their principals for their reasonable expenses in forwarding solicitation materials to their principals.

The Company has retained Gryphon to assist in connection with our communications with Shareholders and solicitation of proxies. In connection with these services, Gryphon is expected to receive a fee of approximately $160,000, plus taxes and will be reimbursed for its reasonable out-of-pocket expenses.

How will my shares be voted if I return my BLUE proxy?>

On the BLUE proxy, Shareholders can indicate how they want the proxyholder to vote their Shares, or the Shareholder can let the proxyholder decide for the Shareholder. If the Shareholder has specified on the BLUE proxy how the Shareholder wants to vote on a particular issue (e.g. by marking FOR or WITHHOLD), then the proxyholder must vote such Shareholder's Shares accordingly.

If a Shareholder has not specified how to vote on a particular matter, then the proxyholder can vote the Shares as they see fit. Unless otherwise specified, the proxyholders designated by Management on the BLUE proxy shall vote your Shares as follows:

  1. FOR fixing the number of directors at seven and electing of the slate of directors whose names are set out in this Circular;
  2. FOR the special resolution, to amend the Articles to provide for a "sunset" provision with respect to the Class A Shares;
  3. FOR the re-appointment of MNP LLP as the auditor of the Company and authorization of the Board to fix the remuneration of the auditor;
  4. FOR the special resolution, authorizing and approving a change of the registered office of the Company from Durham Region, Ontario to a location in the City of Toronto, Ontario; and
  5. FOR the ratification of the adoption of the amended and restated by-law no. 1 of the Company.

Can a Shareholder take back their proxy once it has been given?>

Yes, pursuant to section 110(4) of the Business Corporations Act (Ontario) (the "OBCA"), a Shareholder may revoke any proxy that has been given. In addition to revocation in any other manner permitted by law, a Shareholder may revoke the proxy by preparing a written statement, signed by the Shareholder or the Shareholder's attorney, or if the proxy is given on behalf of a corporation, by an authorized officer or attorney of such corporation and depositing such written revocation statement at the registered office address of the Company at c/o 100 King Street West, First Canadian Place, Suite 3400 Toronto, Ontario, M5X 1A4 or the Computershare Address at any time up to and including the last business day preceding the day of the Meeting (or any adjournment thereof) at which the proxy is to be used. In addition, if a Shareholder attends the meeting virtually, logs-in to the Meeting and accepts the terms and conditions, such Shareholder will be revoking any and all previously submitted proxies. However, in that case, such Shareholder will be provided the opportunity to vote by virtual ballot on the matters put forth at the Meeting. If a Shareholder wishes to log-in to the Meeting but does not wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case such Shareholder will only be able to access the Meeting as a guest. See "How can I access the Meeting as a guest?" for more information.

Beneficial Shareholders (as defined below) who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries (as defined below) to change their vote and if necessary revoke their proxy in accordance with the revocation procedures.

What if amendments are made to these matters or if other matters are brought before the Meeting?>

The BLUE proxy also gives discretionary authority to proxyholders with respect to amendments or variations to matters identified in the Notice of Meeting, this Circular or other matters that may come before the Meeting. As of the date of this Circular and except as set forth in the Dissident Circular, Management is not aware of any such amendments, variations or other matters to come before the Meeting. However, if any such changes that are not currently known to Management should properly come before the Meeting, the Shares represented by the BLUE proxies in favour of the Management proxy nominees will be voted in accordance with the best judgment of such nominees.

How can I vote in advance of the Meeting as a Beneficial Shareholder?>

A substantial number of Shareholders do not hold Shares in their own name. Shareholders who hold their Shares through their brokers, banks, trust company, investment dealer, clearing agency, intermediaries, trustees or other persons (each an "Intermediary"), or who otherwise do not hold their Shares in their own name (referred to herein as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who appear on the records maintained by the Company's registrar and transfer agent as registered Shareholders will be recognized and acted upon at the Meeting.

Each Intermediary has its own procedures that should be carefully followed by Beneficial Shareholders to ensure that their Shares are voted at the Meeting, and to determine when and where their BLUE voting instruction form or BLUE proxy is to be delivered. Beneficial Shareholders should have received this Circular, together with either: (a) the BLUE voting instruction form from your Intermediary to be completed and signed by the Beneficial Shareholder and returned to the Intermediary in accordance with the instructions provided by the Intermediary; or (b) a BLUE proxy, which has already been signed by the Intermediary and is restricted as to the number of Shares beneficially owned by the Beneficial Shareholder, to be completed by the Beneficial Shareholder and returned to Computershare no later the Proxy Deadline. See "Advice of Beneficial Shareholders" for more information.

How can I attend the Meeting as a Beneficial Shareholder?>

Beneficial Shareholders who wish to attend the Meeting must insert their own name in the space provided on the BLUE voting instruction form or BLUE proxy sent to the Beneficial Shareholder by their Intermediary and follow all of the applicable instructions provided by their Intermediary. By doing so, the Beneficial Shareholder is instructing the Intermediary to appoint the Beneficial Shareholder as proxyholder. This must be completed before registering with Computershare, which is an additional step to be completed once the Beneficial Shareholder has submitted the BLUE voting instruction form or BLUE proxy. Once a Beneficial Shareholder has submitted their BLUE voting instruction form or BLUE proxy appointing itself as proxyholder, the Beneficial Shareholder must access http://www.computershare.com/FSDPharma no later than the Proxy Deadline, and provide contact information to Computershare so that Computershare may provide the Beneficial Shareholder with a user name for the Meeting via email. Failure of a Beneficial Shareholder to register will result in no user name being provided, which will prevent the Beneficial Shareholder from being able to ask questions or vote at the Meeting whether in person or virtually. Once a Beneficial Shareholder has been registered and receives a user name, the Beneficial Shareholder can attend the Meeting virtually by accessing https://web.lumiagm.com/254368544, clicking on "I have a Login", entering the user name provided by Computershare and the password, "fsd2021" (case sensitive), and clicking the "Login" button. See "How can I vote virtually at the Meeting?" and "How can I ask questions virtually at the Meeting?" for more information.

BLUE voting instruction forms must be received in sufficient time to allow the BLUE voting instruction form to be forwarded by the Intermediary to Computershare. A Beneficial Shareholder who wants to attend and vote at the Meeting should contact its Intermediary well in advance of the Meeting and follow its instructions.

Can a Beneficial Shareholder appoint someone other than the directors and officers named in the BLUE voting instruction form to represent me at the Meeting?>

A Beneficial Shareholder may appoint a person (who need not be a Shareholder), other than the directors or officers of the Company designated by Management on the BLUE voting instruction form or BLUE proxy, to represent a vote for a Beneficial Shareholder at the Meeting. To do so, a Beneficial Shareholder must insert that person’s name in the blank space provided in the BLUE voting instruction form provided by the Intermediary and follow all of the applicable instructions provided by the Intermediary. By doing so, the Beneficial Shareholder is instructing the Intermediary to appoint the person named in the BLUE voting instruction form or BLUE proxy as proxyholder. This must be completed before registering the proxyholder with Computershare, which is an additional step to be completed once the Beneficial Shareholder has submitted the BLUE voting instruction form. Once a Beneficial Shareholder has submitted their BLUE voting instruction form, the Beneficial Shareholder must access http://www.computershare.com/FSDPharma no later than the Proxy Deadline, and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a user name for the Meeting via email. Failure to register the proxyholder will result in the proxyholder not receiving a user name, which will prevent the proxyholder from being able to ask questions or vote at the Meeting whether in person or virtually. If a Beneficial Shareholder appoints a third party proxyholder, please ensure that they are aware that they have been appointed as a proxyholder, that they will participate at the Meeting and that they have received their user name prior to the Meeting. Once the proxyholder has been registered and receives their user name, they can attend the Meeting virtually by accessing https://web.lumiagm.com/254368544, clicking on "I have a Login", entering the user name provided by Computershare and the password, "fsd2021" (case sensitive), and clicking the "Login" button. See "How can I vote virtually at the Meeting?" and "How can I ask questions virtually at the Meeting?" for more information.

BLUE voting instruction forms must be received in sufficient time to allow the BLUE voting instruction form to be forwarded by the Intermediary to Computershare. A Beneficial Shareholder who wants to have a third party proxyholder attend and vote at the Meeting should contact its Intermediary well in advance of the Meeting and follow its instructions.

Beneficial Shareholders who are Resident in the United States

A Beneficial Shareholder who is resident in the United States must obtain a legal proxy, executed in the Beneficial Shareholder's favour, from the registered Shareholder and submit proof of the legal proxy reflecting the number of Shares held as of the Record Date, along with the name and email address of the Beneficial Shareholder, to Computershare. The Beneficial Shareholder must also register with Computershare at www.computershare.com/FSDPharma in order to receive a user name. Beneficial Shareholders who are resident in the United States may submit a copy of the legal proxy to Computershare by mail at the Computershare Address or by email at uslegalproxy@computershare.com. Requests for registration must be labelled as "Legal Proxy" and be received no later than the Proxy Deadline. Computershare will then send a confirmation of registration, with a user name, by email that will allow attendance at the Meeting whether in person or virtually. A Beneficial Shareholder resident in the United States may also appoint someone else who is not a Management nominee as their proxyholder to represent and vote on behalf of such Beneficial Shareholder at the Meeting by obtaining a legal proxy, executed in favour of the appointed proxyholder, from the holder of record and registering the appointed proxyholder with Computershare in the manner described above.

How can I vote virtually at the Meeting?>

Attending the Meeting online enables registered Shareholders, Beneficial Shareholders and appointed proxies to view the Meeting live and ask questions. Registered shareholders and appointed proxies can also vote at the Meeting. Beneficial Shareholders must direct their votes using their BLUE voting instruction form, before the Meeting and cannot vote online during the Meeting. Beneficial Shareholders who are NOBOs (as defined below) must use a BLUE voting instruction form to direct their votes before the Proxy Deadline, and Beneficial Shareholders who are OBOs (as defined below) holders must use a "request for voting instruction form" as provided by their Intermediary or service company to direct their votes as instructed in such form, as per the instructions above.

An OBO or NOBO who wishes to vote virtually at the Meeting must appoint itself as proxyholder by submitting its BLUE voting instruction form or request for voting instruction form (as applicable) in accordance with the instructions therein prior to registering as a proxyholder for online access with Computershare. Registering as a proxyholder for online access is an additional step once the BLUE voting instruction form or request for voting instruction form (as applicable) has been submitted. Failure to register a duly appointed proxyholder for online access will result in the proxyholder not receiving a user name to participate in the virtual Meeting.

Registered shareholders who wish to participate in the Meeting virtually may do so by: accessing https://web.lumiagm.com/254368544, clicking on "I have a Login", entering the 15-digit control number found on the BLUE proxy and the password, "fsd2021" (case sensitive), and clicking the "Login" button.

An appointed proxyholder who wish to participate in the Meeting virtually may do so by: accessing https://web.lumiagm.com/254368544, clicking on "I have a Login", entering the user name provided by Computershare and the password, "fsd2021" (case sensitive), and clicking the "Login" button.

Registered Shareholders and duly appointed proxyholders (including a Beneficial Shareholder that has been appointed and registered with Computershare pursuant to the instructions above), will be able to vote by virtual ballot during the Meeting by clicking on the "Voting Icon" on the meeting centre site. It is important that registered Shareholders and duly appointed proxyholders are connected to the internet at all times during the Meeting in order to vote when voting commences. It is the responsibility of each attendee to ensure connectivity for the duration of the Meeting. It is recommended that registered Shareholders and duly appointed proxyholders log in thirty minutes before the start of the Meeting.

Upon logging-in to the Meeting and accept the terms and conditions, all previously submitted proxies will be revoked. However, the participant will be provided the opportunity to vote by virtual ballot on the matters put forth at the Meeting. To avoid revoking all previously submitted proxies, do not accept the terms and conditions, in which case the attendee can only access the Meeting as a guest. See "How can I access the Meeting as a guest?" for more information.

How can I ask questions virtually at the Meeting?>

Registered Shareholders and duly appointed proxyholders (including Beneficial Shareholders that have been appointed and registered with Computershare pursuant to the instructions above), can submit questions in the text box of the webcast platform throughout the Meeting. Questions that relate to a specific motion must indicate which motion they relate to at the start of the question (e.g., "Directors") and must be submitted prior to voting on the motion so they can be addressed at the appropriate time during the Meeting. If questions do not indicate which motion they relate to or are received after voting on the motion, they will be addressed during the general question and answer session after the formal business of the Meeting. Questions or comments submitted through the text box of the webcast platform will be read or summarized by a representative of the Company, after which the Chair of the Meeting will respond or direct the question to the appropriate person to respond. If several questions relate to the same or very similar topic, the questions will be grouped and participants will be advised that the Company has received similar questions. The Chair of the Meeting reserves the right to edit or reject questions that he or she considers inappropriate. The Chair has broad authority to conduct the Meeting in a manner that is fair to all Shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question.

What should I do if I experience technical difficulties during the Meeting?>

If technical difficulties arise logging-in to the Meeting or at any point during the Meeting, please consult www.lumiglobal.com/faq for assistance.

How can I access the Meeting as a guest?>

To access the Meeting as a guest in listen-only mode, click on the "I am a guest" button after accessing the meeting centre at https://web.lumiagm.com/254368544 and enter the information requested on the following screen. Please note that accessing the Meeting as a guest does not allow for voting or asking questions.

Who should I contact if I have questions concerning the Circular or the BLUE proxy?>



If you have questions concerning the information contained in this Circular or require assistance in completing the BLUE proxy you may contact:

North American Toll-Free Number: 1.833.292.5847
Outside North America, Banks, Brokers and Collect Calls: 416.902.5565
Email: inquiries@gryphonadvisors.ca
North American Toll-Free Facsimile: 1.877.218.5372

For up-to-date information and convenience in voting please visit www.fsdfuture.com.

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