Reasons to Support

The future of your investment is at stake. Please vote only the BLUE proxy FOR all proposed resolutions contained in the management information circular (the "Circular") at the annual and special meeting of the shareholders (the "Shareholders") on May 14, 2021 (the "Meeting").

This proxy contest is about Anthony Durkacz, Zeeshan Saeed and the other dissident shareholders' (collectively, the "Dissidents") self-serving plan to have FSD Pharma Inc. (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 in their information circular (the "Dissident Circular") have not shared a new, superior, detailed strategic or value creating plan for the Shareholders nor have they provided credentials of a qualified management team. That is because they do not have one. The directors proposed to be elected by the Dissidents (the "Dissident Director Nominees") do not have any drug development experience or meaningful public board experience. They plan to double-down on their failed strategy of acquiring the Start-Up so they can financially benefit at the expense of the interests of all Shareholders and by entering into speculative transactions with promises that are highly unlikely to materialize into actions or any real shareholder value. They intend to do this by seeking disproportionate, 100% control and representation of the Company’s board of directors (the "Board") by installing hand-picked directors who will not oppose the lead Dissident, Mr. Durkacz.


REASONS TO VOTE FOR THE MANAGEMENT DIRECTOR NOMINEES

There are a number of compelling reasons why shareholders should vote FOR management's proposed director nominees (the "Management Director Nominees"). 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 seven Management Director Nominees bring superior experience and expertise and are best-positioned to ably represent ALL Shareholders interests.

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The Right Strategy>

This proxy contest offers a stark choice for Shareholders: risk further misadventure in the cannabis and psychedelics industry, or move forward as a specialty biotech pharmaceutical company that already has positive momentum. There are a number of avenues to significant Shareholder value creation under the current strategy.

The Company is pursuing multiple applications of its lead compound, FSD-201 ultra-micronized palmitoylethanolamide ("PEA"). Ultra-Micro PEA stabilizes mast cells and down-regulates the pro-inflammatory cytokines to effectuate an anti-inflammatory response; it is also known to target the CB2 receptors of the endocannabinoid system of the human body.

The Company has successfully completed Phase 1 first-in-human safety and tolerability study for FSD-201 and has found the compound to be safe with no serious adverse side effects. This study also validated considerable scientific literature already published in the European Union that claims safety and tolerability of micro-PEA. Since 2004, ultra-micro PEA has been dispensed in Italy and Spain as a prescription based medical food supplement.

In June 2020, the United States Food and Drug Administration (the "FDA") approved the submission of an Investigational New Drug Application ("IND") for the use of FSD-201 to treat COVID-19. In September 2020, a randomized, controlled, double-blind, multicenter Phase 2 clinical study was approved by the FDA and is currently underway and expected to cover 352 hospitalized COVID-19 patients, with patient enrollment steadily increasing.

In March 2021, the Company also announced that it had entered into a license agreement with Innovet Italia S.R.L. to use PEA to develop FDA approved veterinary drugs for the treatment of gastro-intestinal diseases in dogs and cats, a new and untapped market.

The Company has a letter of intent in place to acquire a controlling interest in a late stage asset that is expected to receive approval for commercialization from the FDA either in Q4 2021 or Q1 2022. The Dissidents, led by Mr. Durkacz and Mr. Saeed are blocking this potential transformational acquisition that has been in the works for several months.

The Company is also exploring a potential investment in a company with a demonstrated track record in the psychedelic space, unlike the Dissidents who want to force acquisition of the Start-Up that is notionally in the psychedelic space, with no demonstrated track record, and is laced with conflicts of interest.

With a strong balance sheet, the Company is actively exploring other mergers and acquisitions and licensing opportunities that could expand the drug development pipeline and create significant value for Shareholders.

The Company carefully evaluates all potential transactions against specific criteria, including:

  • advanced, clinical stage research and development ("R&D") assets that fill unmet or underserved medical needs;
  • assets with defined primary therapeutic targets, and the potential for secondary and tertiary targets; and
  • assets that are substantially de-risked, with a defined path and R&D spend to reach subsequent stages of drug development and commercialization.

A disciplined, methodical approach to drive value creation is what Shareholders expect, and what will be delivered. The unstructured and riskier approach to building the business – as championed by the Dissidents – is in the past, where it should stay.

The Right Board>

The proxy contest offers Shareholders a choice between a professional slate of Management Director Nominees and a slate of Dissident Director Nominees with minimal experience and questionable interlocking relationships. The Company has put forward seven Management Director Nominees who all have the requisite skills, experience and track records to represent the interests of ALL Shareholders.

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 FDA trials and pursue further drug development opportunities. Until the recent events surrounding the rejection of the Start-Up transaction, their vision for the Company was supported by Mr. Durkacz and Mr. Saeed. The Management Director Nominees seek a democratization of the Company's share structure by way of their proposal to eliminate the Class A Shares.



Incumbent Management Director Nominees

Dr. Raza Bokhari, MD, Executive Chairman of the Board and CEO

Dr. Raza Bokhari, MD, Executive Chairman of the Board and CEO

Dr. Bokhari joined the board of directors of the Company in August 2018 and was named Executive Co-Chairman of the Board in December, Interim CEO in February 2019 and Permanent CEO in June 2019. Dr. Bokhari has been responsible for developing and leading the Company's new strategy and exiting the cannabis industry. Dr. Bokhari is an effective "change agent," with several years of experience and expertise in start-up and turn-around businesses, he has a history of turning around financially struggling companies.

For additional biographical information, see "Information Regarding the Management Director Nominees" in the Circular.

The Honourable Stephen Buyer, Director

The Honourable Stephen Buyer, Director

Mr. Buyer was a member of the United States House of Representatives, serving nine consecutive terms from January 1993 to January 2011. He was the architect of TRICARE For Life and authored the U.S. military’s pharmacy redesign and assisted in creating Medicare Part D. Prior to his tenure in the United States Congress, Mr. Buyer served as a Special Assistant United States Attorney and Indiana Deputy Attorney General.

For additional biographical information, see "Information Regarding the Management Director Nominees" in the Circular.

Robert J. Ciaruffoli, CPA, Director

Robert J. Ciaruffoli, CPA, Director

Mr. Ciaruffoli is a co-founder and vice-chairman of Broad Street Angels, a 100 member Philadelphia-based angel investor network which invests in start-up entrepreneurial businesses with high growth potential. Broad Street Angels is the largest angel investor network in the Philadelphia region. Mr. Ciaruffoli is a CPA and served as the chairman and CEO of the Parente Beard/Baker Tilly accounting and advisory firm.

For additional biographical information, see "Information Regarding the Management Director Nominees" in the Circular.

Gerald (Gerry) Goldberg, CPA, CA, Director

Gerald (Gerry) Goldberg, CPA, CA, Director

Mr. Goldberg is a Chartered Professional Accountant and was a Senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, which has been ranked among the largest public accounting firms in Canada. Mr. Goldberg was also a Partner in Grant Thornton and its predecessor firm for over 15 years.

Mr. Goldberg has over 40 years' experience and was the head of the U.S. Public company audit division of Schwartz Levitsky Feldman LLP and also has industry expertise in the service, distribution, retail, mining, natural resources and oil & gas, real estate, "not-for-profit" entities and manufacturing industries with a strong emphasis in taxation and business advisory services. Mr. Goldberg is also active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the U.S.

For additional biographical information, see "Information Regarding the Management Director Nominees" in the Circular.

Dr. Larry Kaiser, MD, FACS, Director

Dr. Larry Kaiser, MD, FACS, Director

Dr. Kaiser is currently Managing Director with the Healthcare Industry Group at Alvarez and Marsal, a leading global professional services firm. Dr. Kaiser held a variety of positions over his career, including chief of general thoracic surgery, founder and director of the Temple University’s lung transplantation program, director of its Center for Lung Cancers and Related Disorders, and co-director of the Thoracic Oncology Laboratory. Dr. Kaiser is author or co-author of 17 books and more than 300 original papers.

For additional biographical information, see "Information Regarding the Management Director Nominees" in the Circular.


New Management Director Nominees

Frank Lavelle, Proposed Director

Frank Lavelle, Proposed Director

For the past 40 years, Mr. Lavelle has been a President and Chief Executive Officer of global and multinational organizations focused on high-value data, analytics, technology solutions, and actionable insights for healthcare and life sciences manufacturers, payers, and providers. Mr. Lavelle has also brought technology solutions to public health, education, and the public sector over his career.

Mr. Lavelle is a past member of the Health Finance Management Association and the American Health Information Management Association.

For additional biographical information, see "Information Regarding the Management Director Nominees" in the Circular.

EXECUTIVE TEAM

Adding to the strength of the Management Director Nominees are the senior executives of the Company who have the talent, qualifications and skills to execute on Right Strategy, including:

Dr. Edward Brennan, Jr., MD, FACS, Chief Medical Officer

Dr. Edward Brennan, Jr., MD, FACS, Chief Medical Officer

Dr. Brennan, has more than 25 years of experience in leadership roles at major pharmaceutical companies and clinical research organizations. Dr. Brennan is an accomplished biopharmaceutical executive with a proven track record in FDA submissions and drug development. Dr. Brennan has extensive experience in all phases of clinical development across multiple therapeutic areas. As a Medical Director with Wyeth-Ayerst Research and GlaxoSmithKline, he led teams through ten IND applications and advanced multiple compounds from pre-candidate selection (proof of concept) through clinical trial management and approval.

For additional biographical information, see "Executive Team" in the Circular.

Dr. Huma Qamar, MD, Senior Vice President, Head of R&D Program

Dr. Huma Qamar, MD, Senior Vice President, Head of R&D Program

Dr. Qamar has worked in the clinical research field for some of the most renowned Ivy League institutions such as Yale University, Harvard University and the University of Pennsylvania. She has robust experience in the Protocol development, Medical Affairs and Medical Monitoring including Phase I-IV global clinical trial operations, FDA inspections, billing and compliance audits, clinical trial launches, scientific review, Medical Affairs team management, scientific/medical writing, publications/abstracts, and education of clinical trial data to internal external partners and collaborating academic centers. She has expertise in the therapeutic areas of Oncology (Heme-Onc, CART, rare tumors, sarcoma, melanoma, Phase 1, Women’s health, GU and GI), fetal oncology, rheumatology, dermatology, neurology, cardiology, hepatology and infectious diseases.

For additional biographical information, see "Executive Team" in the Circular.

Dr. Sara May, President, FV Pharma

Frank Lavelle, Proposed Director

Dr. Sara May is a Ph.D. graduate with a multidisciplinary background in plant breeding and crop genetics with over ten years’ experience designing, implementing and managing large-scale projects in the field, lab and greenhouse. Dr. May has extensive work experience with all aspects of National, International, Provincial and Regional Legislative Acts and Regulations. Dr. May has deep domain expertise, which includes managing large scale operations, developing and implementing quality control and quality assurance methods and standard operating procedures and HACCP.

For additional biographical information, see "Executive Team" in the Circular.

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