RAZA BOKHARI MISLEADING STATEMENTS
Misleading Statements by FSD Management
Management of FSD claim that the Concerned Shareholders are single-mindedly seeking to pursue the acquisition of a particular early-stage company in the psychedelics sector (the “Target”). This is simply not true.
The
proposed acquisition of the Target was previously rejected by Dr. Bokhari and the Concerned Shareholders now have no interest in pursuing a transaction with the Target. The truth, however, is that it was the manner in which Dr. Bokhari responded to this opportunity that elevated existing concerns of the Concerned Shareholders and ultimately led them to take action. The continued assertions that the Concerned Shareholders are acting to pursue this specific transaction (or any other transaction with the Target) are simply convenient misdirections of Shareholder attention away from the very real concerns with the actions of Dr. Bokhari and the Collaborating
Directors that risk irreparable harm to FSD.
Management of FSD claim the Concerned Shareholders have undisclosed interests in the Target. This also is simply not true. Mr. Durkacz and his family were the only members of the Concerned Shareholders who had an interest in the Target, being an indirect minority ownership interest of approximately 6%, and he disclosed this interest orally to management on November 16, 2020 and then to the entire Board on November 17, 2020.
This disclosure is confirmed in the written minutes of the Board. While this issue is irrelevant at this time, as there is no intention of having FSD enter into a transaction with the Target, the willful misrepresentation of verifiable facts is used by Dr. Bokhari and the Collaborating Directors as a misdirection of Shareholder attention.
While these misleading statements dominate the Management Circular, they are not the only inaccuracies. Management of FSD also question both the qualifications and independence of the Concerned Shareholders’ Nominees. As described in the section headed “Election of Directors’ – Concerned Shareholders’ Nominees”, the Concerned Shareholders’ Nominees are highly-qualified and well-respected individuals with proven records of success. They all have the experience required to help turn FSD around. All of the Concerned Shareholders’
Nominees are independent for the purposes of applicable securities laws, including the requirements of the CSE
and the Nasdaq Capital Market (the “Nasdaq”).
The Management Circular states, without any factual support, that Dr. Bokhari would be entitled to receive in
excess of $30 million in the event that his employment is terminated by the Company without cause. This estimate
of his entitlement is without merit.