FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

FSD Pharma Inc. ("FSD" or the "Company")
199 Bay St., Suite 4000

Toronto, ON
M5L 1A9

Item 2: Date of Material Change

January 24, 2024.

Item 3: News Release

A news release disclosing the information contained in this material change report was issued by FSD on January 29, 2024, via Accesswire and subsequently filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

On January 24, 2024 the Company announced the appointment of Dr. Sanjiv Chopra to its board of directors. Dr. Chopra will be replacing Nitin Kaushal, who has resigned from his position on the board.

Item 5.1: Full Description of Material Change

The Company also announced that it has retained the services of SBS Intl Group LLC. ("SBS"), Draper, Inc. ("Draper") and Carriage House Capital, Corp. ("Carriage"), which will each play a key role in assisting the Company to enhance its market awareness and foster productive, continuing dialogues with shareholders and other market participants.

SBS, based in 4300 US Highway 1, Suite 203 - 240, Jupiter, Florida, has been engaged for a 12 month term and with either party having the right to terminate the engagement agreement upon providing seven days' notice. The contracts provide for the issuance of 100,000 options to purchase common shares of the Company ("Options") upon signing with exercise price of CA$1.50 (US$1.05). If the contract is not cancelled prior to, 19,000 Options shall vest on the 45th day, and 9,000 Options to vest monthly in months four through twelve. If the contract is terminated any unearned Options shall not vest. This contract was signed January 24, 2024. The terms of the contracts can be changed, and the contract can be renewed by mutual consent.

Draper, based in 35 Crest Loop, Staten Island, New York, and Carriage, based in 6953 Amboy Rd. Staten Island, New York, have been engaged for a 12-month term and with either party having the right to terminate the engagement agreement upon providing seven days' notice. The contracts provide for 350,000 Options to each of Draper and Carriage upon signing with exercise price of CA$1.50 (US$1.05) (700,000 Options in aggregate). If the contract is not cancelled prior to, 75,000 Options shall vest to each of Draper and Carriage on the 45th day, and 30,555 Options, subject to rounding, to vest monthly in months four through twelve to each of Draper and Carriage. If the contract is terminated any unearned Options shall not vest. This contract was signed January 24, 2024. The terms of the contracts can be changed, and the contract can be renewed by mutual consent.

SBS, Draper, and Carriage were engaged to, among others, provide a review of the Company's financial requirements, consult the Company's management on the status of its corporate awareness activities with brokerage firms, their brokers and money managers, provide the Company's management their analysis of corporate capital structure, assist the Company in financing arrangement to be determine, provide analysis of the Company's industry and competitors in the form of general industry reports provided directly to Company, and assist the Company in advising developing corporate partnering relationships. The terms of the contracts can be changed, and the contract can be renewed by mutual consent.

Any Options granted and any Common Shares issued under the foregoing, will be subject to a statutory hold period expiring on the date that is four (4) months and one day from the date of such the Options grant, the Company equity incentive plan adopted on May 16, 2022 (the "Plan"), and the Options agreements evidencing such grants. Except as described in this news release, none of SBS, Draper and Carriage has any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest.

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

February 6, 2024

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

February 16, 2024.

Item 3: News Release

A news release was issued by the Company on February 16, 2024 via Accesswire and subsequently filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

Effective February 16, 2024, the Company entered into an at the market offering agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), pursuant to which the Company, at its discretion, may offer and sell, from time to time, through Wainwright as sales agent, Class B Subordinate Voting Shares in the capital of the Company ("Class B Shares") having an aggregate offering price of up to US$11,154,232 (the "ATM Offering"). A cash commission of 3.0% on the aggregate gross proceeds raised under the ATM Offering will be paid to Wainwright in connection with its services.

The volume and timing of sales, if any, will be determined at the sole discretion of the Company's management and in accordance with the terms of the ATM Agreement. If the Company chooses to sell Class B Shares under the ATM Offering, the Company intends to use the net proceeds of the ATM Offering (i) to fund our various clinical studies, trials and development programs, (ii) to fund research and development, and (iii) for general corporate purposes and working capital.

Item 5.1: Full Description of Material Change

The ATM Offering is being made in the United States pursuant to a registration statement on Form F-3 (File No. 333- 276264) filed under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "SEC") and declared effective on January 4, 2024 (the "Registration Statement"), the base prospectus contained in the Registration Statement (the "Base Prospectus") and the prospectus supplement dated February 16, 2024 ("Prospectus Supplement", together with Base Prospectus, the "Prospectus") filed with the SEC.

Sales of the Class B Shares under the Prospectus will be made in transactions that are deemed to be "at-the-market" offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Stock Market LLC. The Class B Shares will be distributed at the prevailing market prices at the time of each sale. As a result, prices may vary as between purchasers and during the period of distribution. No Class B Shares in the ATM Offering will be sold on the Canadian Securities Exchange or any other trading market in Canada.

You can review the Company's SEC filings, Registration Statement and Prospectus by accessing the SEC's internet site at www.sec.gov or on the Company's website at www.fsdpharma.com, through which you can access our SEC filings.

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 and Executive Co-Chairman

T: (416) 854-8884

E: Zsaeed@fsdpharma.com

Item 9: Date of Report

February 26, 2024.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

FSD Pharma Inc. ("FSD" or the "Company")
199 Bay St., Suite 4000

Toronto, ON
M5L 1A9

Item 2: Date of Material Change

June 28, 2024.

Item 3: News Release

A news release disclosing the information contained in this material change report was issued by FSD on June 28, 2024, via Accesswire and subsequently filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

The Company has retained the services of Totaligent, Inc. ("Totaligent") who will play a key role in assisting the Company to enhance its market awareness and foster productive, continuing dialogues with shareholders and other market participants.

Item 5.1: Full Description of Material Change

Totalaligent has over 25 years of experience in market awareness campaigns and has assembled a database of 32 million active investors and reaches its investment community by way of email, SMS, social media, push notification, pay-per-click (PPC), search, and digital and print media. Management has engaged Totalaligent to conduct Promotional Activity (as defined in the CSE Policy) following a thorough review of capital on hand.

Totaligent has been engaged for a 30-day term, with either party having the right to terminate the engagement agreement upon providing 5 business day notice. The contract total is $30,000 USD may be paid in cash or shares of the Company, at the Company's sole discretion. This contract was signed on June 28, 2024, and is expected to end on July 28, 2024, unless renewed by mutual consent. Totaligent and its principals are arm's length parties to the Company.

In addition, the Company issued 650,000 Class B Subordinate Voting shares in the capital of the Corporation ("Class B Shares") to arm's length creditors at the deemed price of $0.30 per Class B Share, to settle an aggregate of $195,000 of amounts owing.

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

Founder, CEO and Executive Co-Chairman of the Board

T: (416) 854-8884

E: Zsaeed@fsdpharma.com

Item 9: Date of Report

July 3, 2024

MATERIAL CHANGE REPORT

FORM 51-102F3

Name and Address of Company

Quantum BioPharma Ltd. (the "Company")

Date of Material Change

August 15, 2024

News Release

A news release announcing the material change was issued on August 15, 2024, through the facilities of Newsfile Corp., a copy of which has been filed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Summary of Material Change

On August 15, 2024, the Company announced that further to its press release dated August 9, 2024, the Company effected a name change from FSD Pharma Inc. to Quantum BioPharma Ltd. (the "Name Change"), a consolidation of its issued and outstanding class A multiple voting shares (the "Class A Multiple Voting Shares") and class B subordinate voting shares (the "Class B Subordinate Voting Shares") on the basis of one (1) post-consolidation Class A Multiple Voting Share and Class B Subordinate Voting Share for every sixty-five pre-consolidation Class A Multiple Voting Shares and Class B Subordinate Voting Shares (the "Consolidation"). In addition, the Company completed a non-brokered private placement of Class A Multiple Voting Shares for aggregate gross proceeds of $72.00 (the "Offering").

5.1 - Full Description of Material Change

The Name Change

The Company completed the Name Change. The Class B Subordinate Voting Shares commenced trading under the new ticker symbol "QNTM" at the market open on August 15, 2024, on The Nasdaq Capital Market and the Canadian Securities Exchange, on a 65:1 post-Consolidation basis. The new CUSIP and ISIN for the Class B Subordinate Voting Shares are 74764Y205 and CA74764Y2050, respectively.

The Consolidation

After giving effect to the Consolidation, the Class B Subordinate Voting Shares were reduced from 84,531,149 to approximately 1,300,727 Class B Subordinate Voting Shares and the Class A Multiple Voting Shares were reduced from 72 to 2 Class A Multiple Voting Shares. No fractional Class A Multiple Voting Shares and Class B Subordinate Voting Shares were issued in connection with the Consolidation. Instead, all fractional Class A Multiple Voting Shares or Class B Subordinate Voting Shares were rounded up to the nearest whole number. The exercise price and/or conversion price and number of Class B Subordinate Voting Shares issuable under any of the Company's outstanding convertible securities were proportionately adjusted in connection with the Consolidation.

Marrelli Trust Company Limited, the Company's registrar and transfer agent, has mailed letters of transmittal to registered shareholders providing instructions for the exchange of their Class B Subordinate Voting Shares as soon as practicable following the effective date. Registered shareholders may also obtain a copy of the letter of transmittal by accessing the Company's SEDAR+ profile at www.sedarplus.ca. Until surrendered, each Class B Subordinate Voting Share certificate or direct registration system statement representing pre-Consolidation Class B Subordinate Voting Shares will represent the number of whole post-Consolidation Class B Subordinate Voting Shares to which the holder is entitled as a result of the Consolidation. No action is required by beneficial holders to receive post-consolidation Class B Subordinate Voting Shares in connection with the Consolidation. Beneficial holders who hold their Class B Subordinate Voting Shares through intermediaries (e.g., a broker, bank, trust company investment dealer or other financial institution) and who have questions regarding how the Consolidation will be processed should contact their intermediaries with respect to the Consolidation.

The Offering

Xorax Family Trust ("Xorax"), a trust of which Zeeshan Saeed, the Chief Executive Officer and Co- Chairman of Quantum BioPharma is a beneficiary, and Fortius Research and Trading Corp. ("Fortius", together with Xorax, the "Insiders"), a corporation of which Anthony Durkacz, a Co- Chairman of Quantum BioPharma, is a director, purchased all the Class A Multiple Voting Shares issued pursuant to the Offering. The participation by the Insiders is considered a "related-party transaction" within the meaning of Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties to the Company were not settled until shortly prior to the closing, and the Company wished to close on an expedited basis for business reasons.

The below sections contain the applicable portions of the disclosure required by MI 61-101.

a) Description of the transaction and its material terms:

As approved by the shareholders of the Company at the annual general and special meeting of shareholders held on July 22, 2024, the Company issued 4 post-Consolidation Class A Multiple Voting Shares and closed the Offering on August 15, 2024. All securities issued pursuant to the Offering are subject to a statutory hold period of four months plus a day from issuance in accordance with applicable securities laws of Canada. The Company intends to use the proceeds of the Offering for general working capital purposes.

b) Purpose and business reasons for the transaction:

The purpose of the Offering was to ensure that voting control of the Company was retained by its Permitted Holders (as defined in the Company's articles of incorporation). When the Company initially went public in 2018, the voting rights attached to the Class A Multiple Voting Shares equaled 75.87% of the aggregate voting rights attached to the Class A Multiple Voting Shares and Class B Subordinate Voting Rights. As a result of issuances of Class B Subordinate Voting Shares over the intervening 6 years, that percentage declined to 20.42%. The Company determined that it would be in its best interests to proceed with the Offering, which, if fully subscribed, would result in the voting rights attached to the Class A Multiple Voting Shares increasing to 58.15%, which returns those voting rights to nearly the same percentage as when the Company initially went public.

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

See (b) above.

d) A description of:

(i) Interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

In connection with the Offering, the Insiders acquired an aggregate of 4 Class A Multiple Voting Shares at $18.00 per Class A Multiple Voting Share for aggregate proceeds of $72.00. Xorax acquired 2 Class A Multiple Voting Shares for $36.00 and Fortius acquired 2 Class A Multiple Voting Shares for $36.00.

(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 above in (i) for which there would be a material change in that percentage:

Following the Closing, the Insiders hold the following:

(i) Xorax holds 3 Class A Multiple Voting Shares and 6,786 Class B Subordinate Voting Shares, representing 50% of the Class A Multiple Voting Shares and 0.52% of the Class B Subordinate Voting Shares on an undiluted and partially diluted basis. Xorax has 28.26% of the voting rights attached to all of the Company's outstanding voting securities. Prior to the Offering, Xorax owned 1 Class A Multiple Voting Share and 6,786 Class B Subordinate Voting Shares, which represented 50% of the outstanding Class A Multiple Voting Shares, 0.52% of the outstanding Class B Subordinate Voting Shares, and 15.29% of the voting rights attached to all of the Company's outstanding voting securities.

(ii) Fortius owns 3 Class A Multiple Voting Shares and 1,632 Class B Subordinate Voting Shares, representing 50% of the outstanding Class A Multiple Voting Shares and 0.13% of the outstanding Class B Subordinate Voting Shares on an undiluted and partially diluted basis. Fortius has 28.09% of the voting rights attached to all of the Company's outstanding voting securities. Prior to the Offering, Fortius owned 1 Class A Multiple Voting Share and 1,632 Class B Subordinate Voting Shares, which represented 50% of the outstanding Class A Multiple Voting Shares, 0.13% of the outstanding Class B Subordinate Voting Shares, and 15.01% of the voting rights attached to all of the Company's outstanding voting securities.

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 board of directors of the Company determined that the Offering was in the best interests of the Company and executed a board resolution approving the same on August 6, 2024. In its decision-making process, the board of directors had informal discussions excluding Messrs. Saeed and Durkacz to discuss the Offering, it reviewed the Company's articles, and it reviewed the implications of issuing additional Class A Multiple Voting Shares. Zeeshan Saeed and Anthony Durkacz abstained from this vote with respect to their interest in the resolution, in accordance with section 132(5) of the Business Corporations Act (Ontario) (the "OBCA"). In accordance with the OBCA, all the directors were required to sign the authorizing resolution in order for the Offering to be valid as if passed at a meeting of the directors of the Company, however, the signatures of each of Zeeshan Saeed and Anthony Durkacz do not constitute a vote by the insider as a director to approve the Offering. The Offering was unanimously approved by the directors of the Company entitled to vote thereon.

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:

The Company entered into subscription agreements with each Insider.

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:

The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in respectively, sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

Early Warning Disclosure

In connection with the filing of the Early Warning Reports by Xorax, whose registered address is 3688 Stratton Woods Court, Mississauga, Ontario, L5L 4V2, and Fortius, whose registered address is 2045 Lakeshore Boulevard West, Suite 3006, Toronto, Ontario M6V 2Z6 in respect of the Offering of the Company, whose registered address is 55 University Ave., Suite 1003, Toronto, Ontario M5J 2H7, Canada, were filed on the Company's SEDAR+ page on August 22, 2024. Copies of the Early Warning Reports being filed by the Insiders may be obtained on the Company's SEDAR+ profile or by emailing rehansk@gmail.com or calling 416-786-6063 for Xorax's Early Warning Report, or by emailing anthony@firstrepubliccapital.com or calling 416-720-4360 Fortius' Early Warning.

The Insiders acquired the above-noted Class A Multiple Voting Shares for investment purposes. In the future, the Insiders will evaluate their respective investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease their respective shareholdings as circumstances require through market transactions, private agreements, or otherwise.

The Insiders currently have no plans or intentions which would result in a corporate transaction, a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries, a change in the board of directors or management of the Company, including any plans or intentions to change the number or term of directors or to fill any existing vacancies on the board, a material change in the Company's business or corporate structure, a change in the Company's charter, bylaws or similar instruments or another action which might impede the acquisition of control of Company by any person or company, a class of securities of the Company being delisted from, or ceasing to be authorized to be quoted on, a marketplace, the Company ceasing to be a reporting issuer in any jurisdiction of Canada, a solicitation of proxies from securityholders, or an action similar to any of those enumerated.

5.2 - Disclosure for Restructuring Transactions

Not applicable

Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

Omitted Information

Not applicable.

Executive Officer

For additional information with respect to this material change, please contact:

Zeeshan Saeed, Founder, CEO and Executive Co-Chairman of the Board, Quantum BioPharma Ltd.
Email: Zsaeed@fsdpharma.com

Telephone: (416) 854-8884

Date of Report

August 23, 2024

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Quantum BioPharma Ltd. (the "Company")

199 Bay Street, Suite 4000

Toronto, Ontario M5T 1R5

Item 2: Date of Material Change

August 23, 2024.

Item 3: News Release

A news release announcing the material change was issued on August 23, 2024, through the facilities of Accesswire, a copy of which has been filed under the Company's issuer profile on SEDAR + at www.sedarplus.ca.

Item 4: Summary of Material Change

Management Bonuses and Debt Settlements

On August 23, 2024, the board of directors of the Company (the "Board") authorized and approved bonuses in the amount of $450,000 to each of Anthony Durkacz, Zeeshan Saeed and Donal Carroll, officers of the Company, (together, the "Executives") pursuant to the terms and conditions of certain executive agreements entered into between the Company and each of the Executives.

Subject to compliance with the Canadian Securities Exchange (the "CSE") policies, the Company and Executives have determined that to preserve the Company's cash, they intend to settle the Bonus Payments into Class B Shares at a deemed price of $5.44 per Class B Share (together, the "Debt Settlements"). The Common Shares would be subject to a four month and one day hold period pursuant to the polices of the CSE and applicable securities laws.

The Company intends to complete the Debt Settlements in or around the first week of September 2024, and will disseminate a subsequent press release once completed.

Changes in Management

Effective August 30, 2024, Donal Carroll will assume the role of Chief Financial Officer and Nathan Coyle will assume the role of Controller. In addition, the Company has appointed Jason Sawyer as the Head of Finance and Mergers and Acquisitions for the Company.

Option Cancellation

Effective August 23, 2024, the Company cancelled an aggregate of 32,690 options ("Options") to purchase class B subordinate voting shares in the capital of the Company ("Class B Shares"), which were previously granted to board members, advisory board members, employees, advisors and consultants of the Company (each a "Participant").

RSU Grant

Effective August 23, 2024, the Company granted an aggregate of 32,690 restricted share units (each, an "RSU") to certain Participants pursuant to the Company's equity incentive plan (the "Equity Incentive Plan"). Each RSU granted vests the earlier of: (i) one year; and (ii) the successful implementation of the MS MAD study conducted by Ingenu of Australia, subject to acceleration in the event of a takeover bid or change of control.

Item 5.1: Full Description of Material Change

Management Bonuses and Debt Settlements

Each Debt Settlement constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61- 101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") due to the involvement of each Executive, who are officers of the Company, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of each such transaction. In its consideration and approval of the Debt Settlements, the Board determined that each Debt Settlement was exempt from formal valuation and minority approval requirements of MI 61-101. The Company intends to rely on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, in respect of the participation of the Executives in the Debt Settlements as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the Executives, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

Option Cancellation

Management reviewed the Company's outstanding Options and determined that certain Options granted to such Participants under the Equity Incentive Plan, at exercise prices ranging from $84.50 to $189.15 per Class B Share, no longer represented a realistic incentive to motivate such Participants.

RSU Grant

All of the RSUs (and any Class B Shares issuable upon their settlement) are subject to a four month and one day hold period pursuant to the policies of the CSE and applicable securities laws.

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:

Quantum BioPharma Ltd.

Zeeshan Saeed, Founder, Chief Executive Officer and Executive Co-Chairman of the Board
Email: info@QuantumBioPharma.com

Telephone: (416) 854-8884

Item 9: Date of Report

August 29, 2024.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Quantum BioPharma Ltd. (the "Company")

199 Bay Street, Suite 4000

Toronto, Ontario M5T 1R5

Item 2: Date of Material Change

September 6, 2024.

Item 3: News Release

A news release announcing the material change was issued on September 6, 2024, through the facilities of Accesswire, a copy of which has been filed under the Company's issuer profile on SEDAR + at www.sedarplus.ca.

Item 4: Summary of Material Change

Debt Settlements

On September 6, 2024, the Company completed debt settlements (each, a "Debt Settlement") in the amount of $450,000 with each of Anthony Durkacz, Zeeshan Saeed, and Donal Carroll, officers of the Company, (together, the "Executives"), through the issuance of an aggregate of 248,160 class B subordinate voting shares in the capital of the Company (the "Class B Shares") at a deemed price of $5.44 per Class B Share (each, a "Debt Settlement"). The Company and Executives determined that to preserve the Company's cash, they would complete the Debt Settlements.

The Class B Shares are subject to a four month and one day hold period pursuant to the policies of the Canadian Securities Exchange (the "CSE") and applicable securities laws.

Class A Share Offering

In addition, as approved by the shareholders of the Company at the annual general and special meeting of shareholders held on July 22, 2024, the Company announced a non-brokered private placement (the "Offering") of class A multiple voting shares ("Class A Shares"). The Company expects to offer up to 6 Class A Shares at a price of $6.00 per Class A Share, and expects that the entirety of the Offering will be subscribed for by entities beneficially owned or controlled by Zeeshan Saeed and Anthony Durkacz, being the existing holders of Class A Shares.

Option and RSU Grants

Effective September 6, 2024, the Company granted an aggregate of 12,500 stock options (each, an "Option") and 7,500 restricted share units (each, an "RSU") to a director and certain consultants of the Company. Each Option is exercisable at a price of $5.60 per Class B Share, expires two years from the date of grant and vest in one-third increments with the first batch being released immediately and the remaining two thirds vesting equally on the 6 month and 12-month anniversary of the date of grant. Each Option is exercisable to purchase one Class A Share. Each RSU granted vested immediately.

Warrant Cancellation

Effective September 6, 2024, the Company has cancelled an aggregate of 7,692 warrants ("Warrants") to purchase Class B Shares, which were previously granted to a board member. Management reviewed the Company's outstanding Warrants and determined that the Warrants granted to such individual at an exercise price of $97.50 per Class B Share, no longer represented a realistic incentive to motivate such individual.

Item 5.1: Full Description of Material Change

Debt Settlements

Each Debt Settlement constituted a "related party transaction", as such term is defined in Multilateral Instrument 61- 101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") due to the involvement of each of the Executives and would have required the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transactions in accordance with MI 61-101, prior to the completion of each such transaction. However, in completing the Debt Settlements, the Company relied on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, in respect of the participation of the Executives in the Debt Settlements as neither the fair market value (as determined under MI 61-101) of the subject matter or, nor the fair market value of the consideration for, the transaction, insofar as it involved the Executives, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

Notes:

1. Prior to completion of his Debt Settlement, Mr. Durkacz, together with his joint actors, Fortius Research and Trading Corp. ("Fortius"), First Republic Capital Corporation ("FRCC"), and his spouse, beneficially owned and controlled an aggregate of 3 Class A Shares and 23,030 Class B Shares. In addition, Mr. Durkacz held 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

2. Prior to completion of his Debt Settlement, Mr. Saeed, together with his joint actor, Xorax Family Trust ("Xorax"), beneficially owned and controlled an aggregate of 3 Class A Shares, 34,481 Class B Shares. In addition, Mr. Saeed held 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

3. Prior to completion of his Debt Settlement, Mr. Carroll owned Nil Class A Shares and Nil Class B Shares. In addition, Mr. Carroll held 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

4. Immediately upon completion of his Debt Settlement, Mr. Durkacz, together with his joint actors Fortius, FRCC, and his spouse, beneficially owned and controlled an aggregate of 3 Class A Shares and 105,750 Class B Shares. In addition, Mr. Durkacz holds 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

5. Immediately upon completion of his Debt Settlement, Mr. Saeed, together with his joint actor, Xorax, beneficially owned and controlled an aggregate of 3 Class A Shares and 117,201 Class B Shares. In addition, Mr. Saeed holds 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

6. Immediately upon completion of the Debt Settlements, Donal Carroll beneficially owned and controlled an aggregate of Nil Class A Shares and 82,720 Class B Shares. In addition, Mr. Carroll holds 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

7. Total voting rights calculated based on 6 Class A Shares and 1,608,740 Class B Shares issued and outstanding prior to the completion of the Debt Settlements. Each Class A Share entitles the holder to 276,660 votes and each Class B Share entitles the holder to one vote at a meeting of the shareholders of the Company.

8. Total voting rights calculated based on 6 Class A Shares and 1,856,900 Class B Shares issued and outstanding upon completion of the Debt Settlements. Each Class A Share entitles the holder to 276,660 votes and each Class B Share entitles the holder to one vote at a meeting of the shareholders of the Company.

9. Calculated on a non-diluted basis.

10. Representing all voting rights attached to all of the Company's outstanding voting securities.

While the Company filed a material change report in respect of the Debt Settlements and the Executives' participation in their respective Debt Settlement on August 29, 2024, the Company did not file the material change report more than 21 days before the closing date of the Debt Settlements. In the Company's view, the shorter period was necessary to permit the Company to close the Debt Settlements in a timeframe consistent with usual market practice for a transaction of this nature and was reasonable and necessary to improve the Company's financial position in a timely manner in the circumstances. Further, the Executives indicated a desire to complete the Debt Settlements on an expedited basis.

Completion of the Debt Settlements was unanimously approved in writing by each of the directors of the Company entitled to vote on such matters. Messrs. Saeed and Durkacz abstained from this vote with respect to their interest in the Debt Settlements, in accordance with section 132(5) of the Business Corporations Act (Ontario) (the "OBCA"). In accordance with the OBCA, all the directors were required to sign the authorizing resolution in order for the Debt Settlements to be valid as if passed at a meeting of the directors of the Company, however, the signatures of each of Messrs. Saeed and Durkacz did not constitute a vote by the insider as a director to approve their respective Debt Settlement. No special committee approved or was established in connection with the Debt Settlements, and no materially contrary view or abstention was expressed or made by any director. The Company will send a copy of this material change report to any Shareholder who requests a copy of it.

Aside from debt conversion agreements entered into with the Company and each of the Executives pursuant to the Debt Settlements, the Company will not be entering into any agreement with an interest party or a joint actor with an interested party in connection with the Debt Settlements. To the Company's knowledge, no related party to the Company entered into any agreement with an interest party or a joint actor with an interested party, in connection with the Debt Settlements.

Class A Offering

When the Company initially went public in 2018, the voting rights attached to the Class A Shares equalled 75.87% of the aggregate voting rights attached to the Class A Shares and and Class B Shares. As a result of issuances of Class B Shares over the intervening 6 years, that percentage has declined to 47.20%. The Company has determined that it would be in its best interests to proceed with the Offering, which, if fully subscribed, would result in the voting rights attached to the Class A Shares increasing to 64.13%, which returns those voting rights to nearly the same percentage as when the Company initially went public. The board of directors of the Company determined that the Offering was in the best interests of the Company and executed a board resolution approving the same on September 5, 2024. In its decision-making process, the board of directors had informal discussions excluding Messrs. Saeed and Durkacz to discuss the Offering, it reviewed the Company's articles, and it reviewed the implications of issuing additional Class A Shares. Messrs. Saeed and Durkacz abstained from this vote with respect to their interest in the resolution, in accordance with section 132(5) of the OBCA. In accordance with the OBCA, all the directors were required to sign the authorizing resolution in order for the Offering to be valid as if passed at a meeting of the directors of the Company, however, the signatures of each of Messrs. Saeed and Durkacz did not constitute a vote by the insider as a director to approve the Offering. The Offering was unanimously approved by the directors of the Company entitled to vote thereon. All Class A Shares issued pursuant to the Offering will be subject to hold periods of four months and a day from the date of closing.

The Company expects Messrs. Saeed and Durkacz, being related parties as defined in MI 61-101, to participate in the Offering. The Company expects that any such resulting related party transaction will be exempt from the formal valuation requirement and minority shareholder approval requirements of MI 61-101 based on the exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Class A Shares being purchased will not exceed 25% of the Company's market capitalization. The Company expects that the closing of the Offering will occur within 21 days of the date of this material change. The Company deems this circumstance reasonable and necessary in order to complete the Offering in an expeditious manner.

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:

Quantum BioPharma Ltd.

Zeeshan Saeed, Founder, Chief Executive Officer and Executive Co-Chairman of the board of directors
Email: info@QuantumBioPharma.com

Telephone: (416) 854-8884

Item 9: Date of Report

September 13, 2024.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Quantum BioPharma Ltd. (the "Company")

199 Bay Street, Suite 4000

Toronto, Ontario M5T 1R5

Item 2: Date of Material Change

September 13, 2024.

Item 3: News Release

A news release announcing the material change was issued on September 13, 2024, through the facilities of Newsfile, a copy of which has been filed under the Company's issuer profile on SEDAR + at www.sedarplus.ca.

Item 4: Summary of Material Change

On September 13, 2024, the Company announced that further to its press release dated September 6, 2024 (the "September 6th Press Release"), as approved by the shareholders of the Company at the annual general and special meeting of shareholders held on July 22, 2024, the Company closed a non-brokered private placement and issued 6 class A multiple voting shares of the Company ("Class A Shares") at a price of $6.00 per Class A Share for gross proceeds of $36.00 (the "Offering"). All securities issued pursuant to the Offering are subject to a statutory hold period of four months plus a day from issuance in accordance with applicable securities laws of Canada. The Company intends to use the proceeds of the Offering for general working capital purposes.

Item 5.1: Full Description of Material Change

MI 61-101 Disclosure

Xorax Family Trust ("Xorax"), a trust of which Zeeshan Saeed, the Chief Executive Officer and Co-Chairman of Quantum BioPharma is a beneficiary, and Fortius Research and Trading Corp. ("Fortius"), a corporation of which Anthony Durkacz, a director of Quantum BioPharma is a director, purchased all the Class A Shares issued pursuant to the Offering. The participation by such insiders is considered a "related-party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in respectively, sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61- 101).

Notes:

1. Prior to completion of the Offering, Mr. Durkacz, together with his joint actors, Fortius Research and Trading Corp. ("Fortius"), First Republic Capital Corporation ("FRCC"), and his spouse, beneficially owned and controlled an aggregate of 3 Class A Shares and 105,750 Class B Shares. In addition, Mr. Durkacz held 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

2. Prior to completion of the Offering, Mr. Saeed, together with his joint actor, Xorax Family Trust ("Xorax"), beneficially owned and controlled an aggregate of 3 Class A Shares, 117,201 Class B Shares. In addition, Mr. Saeed held 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

3. Immediately upon completion of the Offering, Mr. Durkacz, together with his joint actors Fortius, FRCC, and his spouse, beneficially owned and controlled an aggregate of 6 Class A Shares and 105,750 Class B Shares. In addition, Mr. Durkacz holds 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

4. Immediately upon completion of the Offering, Mr. Saeed, together with his joint actor, Xorax, beneficially owned and controlled an aggregate of 6 Class A Shares and 117,201 Class B Shares. In addition, Mr. Saeed holds 7,692 RSUs, which upon vesting settle into 7,692 Class B Shares.

5. Total voting rights calculated based on 6 Class A Shares and 1,856,900 Class B Shares issued and outstanding prior to the completion of the Offerings. Each Class A Share entitles the holder to 276,660 votes and each Class B Share entitles the holder to one vote at a meeting of the shareholders of the Company.

6. Total voting rights calculated based on 12 Class A Shares and 1,864,400 Class B Shares issued and outstanding upon completion of the Offerings. Each Class A Share entitles the holder to 276,660 votes and each Class B Share entitles the holder to one vote at a meeting of the shareholders of the Company.

7. Calculated on a non-diluted basis.

8. Representing all voting rights attached to all of the Company's outstanding voting securities.

The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties to the Company were not settled until shortly prior to the closing, and the Company wished to close on an expedited basis for business reasons.

Early Warning Disclosure

This material change report is being filed in accordance with the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103"), in connection with the filing of the Early Warning Reports by Xorax, whose registered address is 3688 Stratton Woods Court, Mississauga, Ontario, L5L 4V2, and Fortius, whose registered address is 2045 Lakeshore Boulevard West, Suite 3006, Toronto, Ontario M6V 2Z6 (collectively, the "Acquirors") in respect of the Offering of the Company, whose registered address is 55 University Ave., Suite 1003, Toronto, Ontario M5J 2H7.

On September 13, 2024, Xorax acquired 3 Class A Shares at a price of $6.00 per share for a total price of $18.00 and Fortius acquired 3 Class A Shares at a price of $6.00 per share for a total price of $18.00 pursuant to the Offering

Following the Offering, Xorax owns 6 Class A Shares and 6,786 class B subordinate voting shares ("Class B Shares") representing 50% of the outstanding Class A Shares, 0.36% of the outstanding Class B Shares, and 32.15% of the voting rights attached to all of the Company's outstanding voting securities. Prior to the Offering, Xorax owned 3 Class A Share and 6,786 Class B Shares, which represented 50% of the outstanding Class A Shares, 0.36% of the outstanding Class B Shares, and 23.74% of the voting rights attached to all of the Company's outstanding voting securities.

Following the Offering, Xorax, along with its joint actor, Mr. Saeed, owns 6 Class A Shares, 117,201 Class B Shares and 7,692 restricted share units which upon vesting settle into 7,692 Class B Shares, representing 50% of the outstanding Class A Shares, 6.29% of the outstanding Class B Shares, and 34.28% of the voting rights attached to all of the Company's outstanding voting securities on a non-diluted basis. Prior to the Offering, Xorax, along with its joint actor, Mr. Saeed, owned 3 Class A Shares and 117,201 Class B Shares, which represented 50% of the outstanding Class A Shares, 6.29% of the outstanding Class B Shares, and 26.88% of the voting rights attached to all of the Company's outstanding voting securities on a non-diluted basis.

Following the Offering, Fortius owns 6 Class A Shares and 1,632 Class B Shares, representing 50% of the outstanding Class A Shares, 0.09% of the outstanding Class B Shares, and 32.05% of the voting rights attached to all of the Company's outstanding voting securities. Prior to the Offering, Fortius owned 3 Class A Share and 1,632 Class B Shares, which represented 50% of the outstanding Class A Shares, 0.09% of the outstanding Class B Shares, and 23.60% of the voting rights attached to all of the Company's outstanding voting securities.

Following the Offering, Fortius, along with its joint actors, owns 6 Class A Shares, 105,750 Class B Shares and 7,692 restricted share units which upon vesting settle into 7,692 Class B Shares, representing 50% of the outstanding Class A Shares, 5.67% of the outstanding Class B Shares, and 34.06% of the voting rights attached to all of the Company's outstanding voting securities on a non-diluted basis. Prior to the Offering, Fortius, along with its joint actors, owned 3 Class A Shares and 105,750 Class B Shares, which represented 50% of the outstanding Class A Shares, 5.67% of the outstanding Class B Shares, and 26.55% of the voting rights attached to all of the Company's outstanding voting securities on a non-diluted basis.

The Acquirors acquired the above-noted Class A Shares for investment purposes. In the future, the Acquirors will evaluate their respective 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.

The Acquirors currently have no plans or intentions which would result in a corporate transaction, a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries, a change in the board of directors or management of the Company, including any plans or intentions to change the number or term of directors or to fill any existing vacancies on the board, a material change in the Company's business or corporate structure, a change in the Company's charter, bylaws or similar instruments or another action which might impede the acquisition of control of Company by any person or company, a class of securities of the Company being delisted from, or ceasing to be authorized to be quoted on, a marketplace, the Company ceasing to be a reporting issuer in any jurisdiction of Canada, a solicitation of proxies from securityholders, or an action similar to any of those enumerated.

Copies of the Early Warning Reports being filed by the Acquirors may be obtained on the Company's SEDAR+ profile or by emailing rehansk@gmail.com or calling 416-786-6063 for Xorax's Early Warning Report, or by emailing anthony@firstrepubliccapital.com or calling 416-720-4360 Fortius' Early Warning.

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:

Quantum BioPharma Ltd.

Zeeshan Saeed, Founder, Chief Executive Officer and Executive Co-Chairman of the board of directors
Email: info@QuantumBioPharma.com

Telephone: (416) 854-8884

Item 9: Date of Report

September 19, 2024.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Quantum BioPharma Ltd. (the "Company")

199 Bay Street, Suite 4000

Toronto, Ontario M5T 1R5

Item 2: Date of Material Change

September 26, 2024.

Item 3: News Release

A news release was issued and disseminated via Accesswire on September 27, 2024, a copy of which was filed on the Company's profile on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

The Company announced that it had granted 29,500 stock options (each, an "Option") to certain directors, officers, employees, and consultants of the Company pursuant to the Company's stock option plan pre-approved by the shareholders at the Company's annual general and special meeting held on May 19, 2023. Each Option granted vests immediately and is exercisable at a price of CA$5.25 for a period of two years from the issue date. The class B subordinate voting shares of the Company underlying the Options are subject to a statutory four month and one day hold period.

A director of the Company received 7,500 Stock Options and thus the foregoing as it applies to such party represents a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), however the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration, exceed 25% of the Company's market capitalization.

Additionally, the Company announced that they have retained the services of Cambridge Consultants Inc., TD Media LLC dba Life Water Media, and King Tide Media LLC which will each play a key role in assisting the Company to enhance its market awareness and foster productive, continuing dialogues with shareholders and other market participants.

Item 5.1: Full Description of Material Change

Please see the news releases attached as Schedule "A" for a detailed description of the material changes.

Item 5.2: Disclosure of 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

Founder, Chief Executive Officer and Executive Co-Chairman of the board of directors
T: 416-854-8884

E: info@QuantumBioPharma.com

Item 9: Date of Report

October 3, 2024.

Schedule A

News Releases

[See attached]

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Quantum BioPharma Ltd. (the "Company")

55 University Avenue, Suite 1003

Toronto, Ontario M5L 1A9

Item 2: Date of Material Change

March 7, 2025.

Item 3: News Release

A news release announcing the material change was issued on March 7, 2025, through the facilities of Newsfile Corp., a copy of which has been filed under the Company's issuer profile on SEDAR + at www.sedarplus.ca.

Item 4: Summary of Material Change

Warrant Cancellation

Effective February 26, 2025, the Company cancelled an aggregate of 7,692 warrants ("Warrants") to purchase class B subordinate voting shares in the capital of the Company ("Class B Shares"), which were previously granted to Michael (Zappy) Zapolin. The Company and Mr. Zapolin entered into a warrant cancellation agreement, pursuant to which Mr. Zapolin agreed to cancel the Warrants.

Option Grant

Effective March 7, 2025, the Company granted an aggregate of 7,692 options (each, an "Option") to Mr. Zapolin (the "Option Grant") pursuant to the Company's equity incentive plan (the "Equity Incentive Plan"). Each Option granted vested immediately, and the expiry date of the Options shall be on March 7, 2027. If Mr. Zapolin ceases to be a participant under the Equity Incentive Plan for any reason, the expiry date of the Options shall be 90 days following the date Mr. Zapolin ceases to be a participant under the Equity Incentive Plan.

Item 5.1: Full Description of Material Change

Warrant Cancellation

Management reviewed Mr. Zapolin's outstanding Warrants and determined that the Warrants granted to Mr. Zapolin under the Company's Equity Incentive Plan no longer represented a realistic incentive to motivate Mr. Zapolin.

Option Grant

All of the Options (and any Class B Shares issuable upon their settlement) are subject to a four month and one day hold period pursuant to the policies of the Canadian Securities Exchange and applicable securities laws.

Related Party Transaction

The Option Grant constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") due to the involvement of Mr. Zapolin, who is a member of the board of directors of the Company, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of the Option Grant. In its consideration and approval of the Option Grant, the Board determined that the Option Grant was exempt from the formal valuation and minority approval requirements of MI 61-101. The Company intends to rely on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61- 101, respectively, in respect of the participation of Mr. Zapolin in the Option Grant, as the fair market value (as determined under MI 61-101) of the Option Grant does not exceed 25% of the Company's market capitalization (as determined under MI 61-101).

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:

Quantum BioPharma Ltd.

Zeeshan Saeed, Founder, Chief Executive Officer and Executive Co-Chairman of the Board
Email: info@QuantumBioPharma.com

Telephone: (416) 854-8884

Item 9: Date of Report

March 17, 2025.

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Quantum BioPharma Ltd.

55 University Avenue, Suite 1003

Toronto, ON M5J 2H7 Canada

Item 2: Date of Material Change

June 27, 2025

Item 3: News Release

A news release was issued by the Company on June 27, 2025 via Global Newswire. and filed on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

On June 27, 2025, the Company announced that it is completing a non-brokered private placement, whereby the Company intends to issue up to 12 class A multiple voting shares ("MVS") at an offering price of C$50.00 per MVS (the "Issue Price") for aggregate gross proceeds of up to C$600.00 (the "Offering"). It is anticipated that the Offering will close on or before July 31, 2025.

Item 5.1: Full Description of Material Change

On June 27, 2025, the Company announced the Offering.

All securities issued in connection with the Offering will be subject to a four-month and a day hold period from the date the Offering closes (the "Effective Date") in accordance with applicable Canadian securities laws. The Company intends to use the net proceeds from the Offering for general working capital purposes. The Offering is being completed to consolidate ownership of the MVS in directors and/or officers of the Company.

The subscribers that will be participate in the Offering are insiders under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the participation by such insiders is considered a "related party transaction" within the meaning of MI 61-101. The participants will be: (i) Xorax Family Trust ("Xorax"), a trust of which Zeeshan Saeed, the Chief Executive Officer and Co-Chairman of the Company, is a beneficiary, and (ii) Fortius Research and Trading Corp. ("Fortius"), a corporation of which Anthony Durkacz, a director of the Company, is a director. It is anticipated that Xorax and Fortius (together, the "Related Parties") will purchase the MVS issued pursuant to the Offering. The participation of the Related Parties in the Offering is as follows:

Notes:

(1) Calculated on a non-diluted basis, inclusive of MVS beneficially owned, controlled or directed, directly or indirectly, and based on 12 MVS issued and outstanding prior to the Effective Date.

(2) Calculated on a non-diluted basis, inclusive of MVS beneficially owned, controlled, or directed, directly or indirectly, and based on 24 MVS issued and outstanding immediately following the closing of the Offering.

(3) As of the Effective Date, it is intended that there will be 24 MVS issued and outstanding, with each MVS holding 276,660 votes at a meeting of shareholders. There will be no class B subordinate voting shares ("Class B Subordinate Voting Shares") issued pursuant to the Offering. Each Class B Subordinate Voting Share holds one (1) vote at a meeting of shareholders. There are 3,422,733 Class B Subordinate Voting Shares issued and outstanding as of the date of this material change report.

(4) Following the Effective Date, Xorax will own: 12 MVS and 6,786 Class B Subordinate Voting Shares representing 50% of the outstanding MVS, 0.20% of the outstanding Class B Subordinate Voting Shares, and 33.06% of the voting rights attached to all of the Company's outstanding voting securities, calculated on an undiluted basis. Prior to Effective Date, Xorax owned 6 MVS and 6,786 Class B Subordinate Voting Shares, which represented 50% of the outstanding MVS, 0.20% of the outstanding Class B Subordinate Voting Shares, and 24.72% of the voting rights attached to all of the Company's outstanding voting securities, calculated on an undiluted basis.

(5) Following the Effective Date, Fortius will own: 12 MVS and 1,632 Class B Subordinate Voting Shares, representing 50% of the outstanding MVS, 0.05% of the outstanding Class B Subordinate Voting Shares, and 33.01% of the voting rights attached to all of the Company's outstanding voting securities, calculated on an undiluted basis. Prior to the Effective Date, Fortius owned 6 MVS and 1,632 Class B Subordinate Voting Shares, which represented 50% of the outstanding MVS, 0.05% of the outstanding Class B Subordinate Voting Shares, and 24.64% of the voting rights attached to all of the Company's outstanding voting securities, calculated on an undiluted basis.

Zeeshan Saeed, who may be deemed to be a joint actor of Xorax, holds 118,107 Class B Shares. It is anticipated that Xorax, together with Mr. Saeed, as at the Effective Date, will have ownership and control over an aggregate of 12 MVS and 124,893 Class B Subordinate Voting Shares, representing 50% of the outstanding MVS, 3.42% of the outstanding Class B Subordinate Voting Shares, 3.65% of the outstanding Class B Subordinate Voting Shares on an undiluted and partially diluted basis, and 34.16% of the voting rights attached to all of the Company's outstanding voting securities.

Additionally, Anthony Durkacz, his spouse, and First Republic Capital Corporation, who may be deemed to be joint actors of Fortius, together held 111,810 Class B Subordinate Voting Shares. Fortius, together with Mr. Durkacz, his spouse and First Republic Capital Corporation, have ownership and control over an aggregate of 12 MVS and 113,442 Class B Subordinate Voting Shares, representing 50% of the outstanding MVS and 3.31% of the outstanding Class B Subordinate Voting Shares, on an undiluted and partially diluted basis, and 34.12% of the voting rights attached to all of the Company's outstanding voting securities.

The board of directors of the Company determined that the Offering was in the best interests of the Company and executed a board resolution approving the same on June 27, 2025. In its decision-making process, the board of directors had informal discussions excluding Messrs. Saeed and Durkacz to discuss the Offering, it reviewed the Company's articles, and it reviewed the implications of issuing additional MVS. Zeeshan Saeed and Anthony Durkacz abstained from this vote with respect to their interest in the resolution, in accordance with section 132(5) of the Business Corporations Act (Ontario) (the "OBCA"). The directors of the Company approved the Offering by written resolution. In accordance with the OBCA, all the directors were required to sign the authorizing resolution in order for the Offering to be valid as if passed at a meeting of the directors of the Company, however, the signatures of each of Zeeshan Saeed and Anthony Durkacz do not constitute a vote by the insider as a director to approve the Offering. The Offering was unanimously approved by the directors of the Company entitled to vote thereon.

In its consideration and approval of the Offering, the board of directors of the Company determined that the Offering was exempt from formal valuation and minority approval requirements of MI 61-101. The Company relied on the exemptions contained in respectively, sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61- 101). To the knowledge of the Company, directors, and senior officers of the Company, the Company has not conducted any prior formal valuations that relate to the MVS in the past 24 months before the date of this material change report.

The Company is filing this material change report more than 21 days before the closing of the Offering in accordance with MI 61-101. The Company shall delivery a copy of this material change report free of charge, to any securityholder that requests it.

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:

Quantum BioPharma Ltd.

Zeeshan Saeed, Founder, CEO and Executive Co-Chairman of the Board, Quantum BioPharma Ltd.
Email: zsaeed@quantumbiopharma.com

Telephone: (416) 854-8884

Item 9: Date of Report

June 27, 2025

Form 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Quantum BioPharma Ltd. ("Quantum BioPharma" or the "Company")
1 Adelaide Street East, Suite 801

Toronto, Ontario M5C 2V9

Item 2 Date of Material Change

September 26, 2025

Item 3 News Release

The news release dated September 26, 2025 was filed on SEDAR+ and disseminated via Newsfile.

Item 4 Summary of Material Change

On September 26, 2025, the Company announced certain corporate updates regarding grant of restricted stock units and options.

Item 5 Full Description of Material Change

On September 26, 2025, the Company completed certain corporate updates:

Grant of Restricted Stock Units

The Company's board of directors (the "Board") authorized and approved the grant of restricted share units (each, an "RSU") pursuant to the Company's omnibus equity incentive plan (the "Equity Incentive Plan"). The Company granted 32,000 RSUs to each of Zeeshan Saeed, Anthony Durkacz and Donal Carroll (the "RSU Grant"). The RSUs granted vest upon the compilation of data which would enable the drafting of a Phase 2 MS Study.

Stock Options Grant

In addition, the Company granted 98,000 options (the "Options") to acquire Class B subordinate voting shares in the capital of the Corporation (the "Class B Shares") at C$24.50 per Class B Share, pursuant to the Equity Incentive Plan to certain directors, officers, employees and consultants (the "Option Grant"). The Options granted vest immediately and expire September 26, 2030.

Statutory Hold Period and Restrictions on Resale

The Options and RSUs (and any Class B Shares issuable upon their settlement or exercise) are subject to a statutory hold period of four months and one day, and were not registered under the U.S. Securities Act and are not permitted to be offered or sold within the United States absent such registration or an applicable exemption from the registration requirements therein.

Related Party Transaction

The RSU Grant and the Option Grant, as they relate to the directors of the Company, constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101") due to the grants to the directors, who are members of the Board, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of the RSU Grant and the Option Grant, as they relate to the directors of the Company. In its consideration and approval of the RSU Grant and the Option Grant, as they relate to the directors of the Company, the Board determined that the RSU Grant and the Option Grant, as they relate to the directors of the Company, were exempt from the formal valuation and minority approval requirements of MI 61-101. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in respectively, sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the RSU Grant and the Option Grant, as they relate to the directors of the Company, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61- 101).

The Company did not file a material change report more than 21 days before the RSU Grant and the Option Grant, as they relate to the directors of the Company, because the details of the grants to related parties to the Company were not settled until shortly prior to the grants, and the Company wished to proceed on an expedited basis for business reasons.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

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

Quantum BioPharma Ltd.

Zeeshan Saeed

Founder, CEO and Executive Co-Chairman of the Board, Quantum BioPharma Ltd.
Email: zsaeed@quantumbiopharma.com

Telephone: (416) 854-8884

Item 9 Date of Report

September 30, 2025