FSD Pharma Signs Definitive Agreement to Launch UNBUZZD, a

Revolutionary Rapid Alcohol Detoxification Drink

Launch in the Consumer Market to be Led by Former Executives from Coca-Cola (NYSE: KO)

and Celsius Holdings (NASDAQ: CELH)

Toronto, August 2, 2023 -- 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 for the treatment of challenging neurodegenerative and metabolic disorders, is pleased to announce that it has executed a definitive agreement, signed July 31, 2023, with Celly Nutrition Inc. to grant exclusive rights to recreational applications for FSD Pharma's alcohol misuse technology and launch UNBUZZD, a revolutionary rapid alcohol detoxification drink.

UNBUZZD is created by scientists and expert clinical research team at FSD Pharma. According to Grand View Research, Inc., the global hangover cure products market size is expected to reach $6.18 billion by 2030, representing a CAGR of 14.8% from 2021 to 2028 (as per Report Scope by Grand View Research's Market Analysis 2017-2030 on Hangover Cure Products). https://www.grandviewresearch.com/press-release/global-hangover-cure-products- market#:~:text=The%20global%20hangover%20cure%20products,have%20skyrocketed%20in% 20the%20country.

Zeeshan Saeed, Founder, CEO and Executive Co-Chairman of the Board of FSD Pharma, commented, "This is a major milestone for our Company. It is a huge step in taking our science to a commercialized product. We have the best and brightest people leading this product commercialization and roll-out, as they were instrumental in the breakthrough, significant ramp up and success with Celsius."

UNBUZZD is led by a very experienced and successful beverage team:

John Duffy spent over 22 years in the Coca-Cola (NYSE: KO) system including roles of increasing responsibilities across multiple functions. In his last role at Coca-Cola as Vice President of National Sales, John led the customer management team responsible for the Coca-Cola systems' largest foodservice distributor, Sysco.

Gerry David is best known for his five-year tenure as Chief Executive Officer at zero-calorie fitness drink maker Celsius Holdings, Inc.(NASDAQ: CELH) where he spearheaded a turnaround that resulted in a global sales explosion, influx of capital from notable strategic investors, and a rise in market capitalization that increased shareholder value 35-fold by exceeding $9 billion.

Kevin Harrington is the inventor of the infomercial, Shark on Shark Tank, Fortune 100 investor, philanthropist, and author. Kevin has launched over 1,000 products in over 100 countries in dozens of languages, creating over $6 billion in global sales, and was instrumental in the creation of Celsius' influencer marketing program.

John Duffy, CEO of Celly Nutrition Inc., ( https://cellynutrition.com/ ) stated, "We are thrilled to be partnering with FSD Pharma in order to deliver to the market a revolutionary drink that fills a huge void and has a tremendous opportunity for hockey stick-like growth. Our team is hard at work with all eyes on an early launch. Please be on the look-out for milestones we expect to achieve throughout the remainder of this year. These milestone targets include trademarks, proprietary blends, provisional patent filings, regulatory affairs, packaging, marketing and distribution strategy and launch and commercialization strategy. We look forward to keeping everyone updated with our progress."

Pursuant to the terms of the Agreement, FSD will receive a 7% royalty on revenue from the Celly Nutrition, until a total in the amount of $250,000,000 has been paid to FSD Pharma, at which point the rate is reduced to 3%. In addition, the Company has issued FSD 100,000,000 common shares (deemed value $50,000) in the capital of the Company ("Common Shares") as a licence fee and has issued FSD an anti-dilution warrant, entitling FSD to exercise the warrant any point in the next five years to increase their holding in( the company to 25% for nominal consideration. Finally, the Celly Nutrition and FSD Pharma entered into a loan agreement, whereby FSD Pharma has agreed to loan the Celly Nutrition $1,000,000 on secured basis with a term of 3 years, which will bear interest at a rate of 10% per annum, payable on each anniversary.

About FSD Pharma

FSD Pharma Inc. is a biotechnology company with two candidates in different stages of development. Lucid Psychss Inc., a wholly owned subsidiary, is focused on the research and development of its lead compounds, Lucid-MS and UNBUZZD™. Please note that for UNBUZZD no clinical trials have been undertaken and the product still needs to be scientifically tested and proven. Lucid-MS is a molecular compound identified for the potential treatment of neurodegenerative disorders. UNBUZZD™ is a proprietary formulation of natural ingredients, vitamins, and minerals to help with liver and brain function for the purposes of potentially quickly relieving from the effects of alcohol consumption, such as inebriation, and restoring normal lifestyle.

Forward Looking Information

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws.

Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "plans", "expects", "expected", "scheduled", "estimates", "intends", "anticipates", "hopes", "planned" or "believes", or variations of such words and phrases, or states that certain actions, events or results "may", "could", "would", "might", "potentially" or "will" be taken, occur or be achieved. More particularly, and without limitation, this press release contains forward-looking statements contained in this press release include statements concerning the future of FSD Pharma Inc. and are based on certain assumptions that FSD Pharma has made in respect thereof as of the date of this press release. FSD Pharma cannot give any assurance that such forward-looking statements will prove to have been correct.

Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. The Company cautions that although it believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct and these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the fact that the drug development efforts of both Lucid and FSD BioSciences are at a very early stage; the fact that preclinical drug development is uncertain, and the drug product candidates of Lucid and FSD BioSciences may never advance to clinical trials; the fact that results of preclinical studies and early-stage clinical trials may not be predictive of the results of later stage clinical trials; the uncertain outcome, cost, and timing of product development activities, preclinical studies and clinical trials of Lucid and FSD BioSciences; the uncertain clinical development process, including the risk that clinical trials may not have an effective design or generate positive results; the potential inability to obtain or maintain regulatory approval of the drug product candidates of Lucid and FSD BioSciences; the introduction of competing drugs that are safer, more effective or less expensive than, or otherwise superior to, the drug product candidates of Lucid and FSD BioSciences; the initiation, conduct, and completion of preclinical studies and clinical trials may be delayed, adversely affected, or impacted by COVID-19 related issues; the potential inability to obtain adequate financing; the potential inability to obtain or maintain intellectual property protection for the drug product candidates of Lucid and FSD BioSciences; and other risks. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release, which speak only as of the date of this press release.

Further information regarding factors that may cause actual results to differ materially are included in the Company's annual and other reports filed from time to time with the Canadian Securities Administrators on SEDAR (www.sedar.com) and with the U.S. Securities and Exchange Commission on EDGAR (www.sec.gov), including the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2022, under the heading "Risk Factors." This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. FSD Pharma does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Neither the Canadian Securities Exchange nor its regulation services provider accept responsibility for the adequacy or accuracy of this release.

Contacts

Zeeshan Saeed, Founder, CEO and Executive Co-Chairman of the Board, FSD Pharma Inc.
Email: Zsaeed@fsdpharma.com

Telephone: (416) 854-8884

Investor Relations:

Email: ir@fsdpharma.com, info@fsdpharma.com

Website: www.fsdpharma.com

ClearThink

Email: nyc@clearthink.capital

Telephone: (917) 658-7878

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

FSD Pharma Inc. (the "Company")

199 Bay St., Suite 4000

Toronto, ON M5L 1A9

Item 2: Date of Material Change

July 31, 2023.

Item 3: News Release

A news release was issued by the Company via AccessWire on August 2, 2023, and filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

The Company announced that it has it has entered into an exclusive intellectual property license agreement dated July 31, 2023 (the "Agreement") with Celly Nutrition Corp. ("Celly Nu") and the Company's wholly-owned subsidiary, Lucid PsycheCeuticals Inc. ("Lucid"), which grants Celly Nu exclusive rights to the recreational applications for the Company's alcohol misuse technology for rapid alcohol detoxification (the "Transaction").

Item 5.1: Full Description of Material Change

Pursuant to the terms of the Agreement, the Company will receive a 7% royalty on revenue from Celly Nu, until total royalties in the amount of $250,000,000 has been paid to the Company, at which point the royalty rate is reduced to 3%. In addition, Celly Nu has issued the Company 100,000,000 common shares in the capital of Celly Nu ("Common Shares") as a licence fee and has issued the Company an anti-dilution warrant (the "Warrant"), entitling the Company to exercise the Warrant at any time, in whole or in part, for a period of five years from the date of issuance to increase their holdings in Celly Nu to 25% for nominal consideration. In connection with the Agreement, the Company and Celly Nu entered into a loan agreement, whereby the Company has agreed to loan Celly Nu $1,000,000 on secured basis with a term of 3 years, which will bear interest at a rate of 10% per annum, payable on each anniversary.

(a) Description of the transaction and its material terms:

Upon completion of the Transaction, the Company, holds, directly or indirectly, or exercises control or direction over an aggregate of 100,000,000 Common Shares and the Warrant exercisable for the purchase of an indeterminate number of Common Shares, representing approximately 34.66% of the issued and outstanding Common Shares of Celly Nu on a non-diluted basis, and approximately 34.66% of the issued and outstanding Common Shares of Celly Nu on a partially-diluted basis (assuming exercise of the convertible securities of Celly Nu held by the Company).

(b) Purpose and business reasons for the transaction:

The Common Shares and the Warrant were issued to the Company as consideration under the Agreement.

(c) Anticipated effect of the transaction on the Corporation's business and affairs:

Pursuant to the Agreement, Celly Nu was granted the exclusive rights to the recreational applications for the Company's alcohol misuse technology for rapid alcohol detoxification. Celly Nu plans to commercialize the technology granted under the Agreement and the Company will receive a 7% royalty on revenue from Celly Nu, until total royalties in the amount of $250,000,000 has been paid to the Company (at which point the royalty rate is reduced to 3%).

(d) A description of:

i. the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

In connection with the Transaction, the Company received an aggregate of 100,000,000 Common Shares and the Warrant exercisable for the purchase of an indeterminate number of Common Shares as consideration for granting the exclusive rights to the recreational application for alcohol misuse technology to Celly Nu pursuant to the terms of the Agreement.

ii. the anticipated effect of the transaction on the percentage of securities of the Company, or of an affiliated entity of the Company, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

Prior to the Transaction, the Company did not beneficially own, or exercise control or direction over, any securities of Celly Nu. Upon completion of the Transaction, the Company, holds, directly or indirectly, or exercises control or direction over an aggregate of 100,000,000 Common Shares and the Warrant exercisable for the purchase of an indeterminate number of Common Shares, representing approximately 34.66% of the issued and outstanding Common Shares of Celly Nu on a non-diluted basis, and approximately 34.66% of the issued and outstanding Common Shares of Celly Nu on a partially-diluted basis (assuming exercise of the convertible securities of Celly Nu held by the Company).

(e) Unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the Company for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

The Transaction was approved by the directors of the Company through a written consent resolution passed on July 31, 2023. No special committee was established in connection with the transaction, and no materially contrary view or abstention was expressed or made by any director.

(f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

(g) Disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the Company that relates to the subject matter of or is otherwise relevant to the transaction:

i. that has been made in the 24 months before the date of the material change report:

Not applicable.

ii. the existence of which is known, after reasonable enquiry, to the Company or to any director or officer of the Company:

Not applicable.

(h) The general nature and material terms of any agreement entered into by the Company, or a related party of the Company, with an interested party or a joint actor with an interested party, in connection with the transaction:

Other than the Agreement, the Company did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Transaction. To the Company's knowledge, no related party to the Company entered into any agreement with an interested party or a joint actor with an interested party, in connection with the Transaction.

(i) Disclosure of the formal valuation and minority approval exemptions, if any, on which the Company is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

Not applicable.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)

Not applicable.

Item 7: Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8: Executive Officer

For additional information with respect to this material change, the following person may be contacted:

Zeeshan Saeed

Chief Executive Officer, Executive Co-Chairman

T: (416) 854-8884
E: Zsaeed@fsdpharma.com

Item 9: Date of Report

August 4, 2023.

FORM 62-103F1

Required Disclosure under the Early Warning Requirements

1. SECURITY AND REPORTING ISSUER

1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to common shares ("Common Shares") of Celly Nutrition Corp. (the "Company"). The Company's address is Suite 1000 - 595 Burrard St., Vancouver, British Columbia, V7X 1S8, Canada.

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

See Item 2.2.

2. IDENTITY OF THE ACQUIROR

2.1 State the name and address of the acquiror.

FSD Pharma Inc. ("FSD" or the "Acquiror")

199 Bay St., Suite 4000, Toronto, Ontario, M5L 1A9, Canada

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

Pursuant to an exclusive intellectual property license agreement dated July 31, 2023 between the Company, FSD, and FSD's wholly-owned subsidiary, Lucid PsycheCeuticals Inc., on July 31, 2023, the Company issued 100,000,000 Common Shares to FSD, at a deemed issue price of $0.0005 per share for the total deemed price of $50,000, as a licence fee and an anti-dilution warrant (the "Anti-Dilution Warrant"), entitling FSD to exercise the warrant any point in the next five years to increase their holding in the company to 25% for nominal consideration.

2.3 State the names of any joint actors.

Not applicable.

3. INTEREST IN SECURITIES OF THE REPORTING ISSUER

3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities.

See Item 2.2.

Prior to the transactions set out in Item 2.2, the Acquiror did not own, or exercise control or direction over, any securities of the Company.

Subsequent to the transactions set out in Item 2.2, the Acquiror own and control a total of 100,000,000 Common Shares and the Anti-Dilution Warrant, representing approximately 34.66% of the outstanding Common Shares on an undiluted basis and 34.66% on a partially diluted basis, assuming the exercise of the Anti-Dilution Warrant.

3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.

See Item 2.2.

3.3 If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

See Item 2.2 and Item 3.1.

3.5 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which:

(a) the acquiror, either alone or together with any joint actors, has ownership and control

See Item 2.2 and Item 3.1.

(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the acquiror or any joint actor

Not applicable.

(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership

Not applicable.

3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings.

Not applicable.

3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

4. CONSIDERATION PAID

4.1 State the value, in Canadian dollars, or any consideration paid or received per security and in total.

See Item 2.2.

4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that representing a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

See Item 2.2.

4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

See Item 2.2.

5. PURPOSE OF THE TRANSACTION

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

The Acquiror has acquired the Common Shares and Anti-Dilution Warrant for investment purposes. In the future, the Acquiror will evaluate its investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.

(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

The Acquiror has no plans or intentions in this regard.

(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

The Acquiror has no plans or intentions in this regard.

(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

In connection with the transactions all of the incumbent officers and directors of the Company resigned and were replaced by John Duffy (Chief Executive Officer), Donal Carroll (Chief Financial Officer and Secretary), Gerry David (Director), Zeeshan Saeed (Director) and Dr. Lakshmi Kotra (Director).

(e) a material change in the present capitalization or dividend policy of the reporting issuer;

The Acquiror has no plans or intentions in this regard.

(f) a material change in the reporting issuer's business or corporate structure;

After the acquisition of the Common Shares the Acquiror intends to assist with the Company's attempts to commercialize, manufacture, produce, package, market and sell products developed using FSD's intellectual property developed relating to alcohol misuse.

(g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

The Acquiror has no plans or intentions in this regard.

(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

The Acquiror has no plans or intentions in this regard.

(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

The Acquiror has no plans or intentions in this regard.

(j) a solicitation of proxies from securityholders;

The Acquiror has no plans or intentions in this regard.

(k) an action similar to any of those enumerated above.

The Acquiror has no plans or intentions in this regard.

6. AGREEMENTS, ARRANGEMENTS, COMMITMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE REPORTING ISSUER

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

Not applicable.

7. CHANGE IN MATERIAL FACT

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities.

Not applicable.

8. EXEMPTION

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

9. CERTIFICATION

The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete.

This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.

It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

CERTIFICATE

I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

Dated: August 4, 2023.

FSD Pharma Inc.