Quantum BioPharma Ltd C.QNTM

Re: Who has time to go see what scam FSD is up to

[JAKPUG4LIFE]

a) The Plan of Arrangement allows FSD Pharma and Celly Nu to focus on their respective businesses and transactions that the directors wish to target;

b) FSD Pharma’s principal business focus is building innovative assets and biotechnology solutions for the treatment of challenging neurodegenerative, inflammatory, and metabolic disorders and alcohol misuse disorders with drug candidates in different stages of development and Celly Nu’s principal business focus is developing alcohol misuse technology for recreational applications. The Plan of Arrangement would enable each of the parties to pursue its own specific business strategies without being subject to financial or other constraints of the businesses of the other party, whilst providing new and existing shareholders with optionality as to investment strategy and risk profile;

c) The Plan of Arrangement would allow FSD Pharma Securityholders to realize the value from FSD Pharma’s intellectual property licensing agreement with Lucid PsycheCeuticals Inc., FSD Pharma’s wholly-owned subsidiary and Celly Nu, entered into on July 31, 2023. FSD Pharma Securityholders would retain their current ownership interest in FSD Pharma and would receive their Celly Nu Shares without having to contribute any additional capital and for no additional consideration. As such, FSD Pharma Securityholders, through their ownership of Celly Nu Shares, would continue to participate in the opportunities associated with Celly Nu’s business plan, while retaining their ownership in FSD Pharma;

d) FSD Pharma’s general business activities will not be affected or diluted by the proposed Plan of Arrangement; and

e) The Plan of Arrangement must be approved by at least 66 2/3% of the votes cast in respect of the special resolution of the FSD Pharma Securityholders, wherein holders of (i) FSD Pharma Distribution Warrants and Class B Shares must vote together as a class, and (ii) holders of Class A Shares must vote separately as a class, in each case to approve the Plan of Arrangement (the “Arrangement Resolution”), and be present virtually or represented by proxy at the Meeting on the basis of one vote per FSD Pharma Distribution Warrant, one vote per Class B Share, and 276,660 votes per Class A Share, as well as a simple majority of the votes cast by the holders of (i) FSD Pharma Distribution Warrants and Class B Shares, voting together as a class, and (ii) holders of Class A Shares, voting separately as a class, on the basis of one vote per FSD Pharma Distribution Warrant, one vote per Class B Share, and 276,660 votes per Class A Share, and in each case excluding any persons required to be excluded in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Ontario Superior Court of Justice (Commercial List) (“Court”) will consider the fairness of the Plan of Arrangement to FSD Pharma Securityholders and must approve the Plan of Arrangement by Court order. See section titled “Approval of the Arrangement” in the Circular.


The board of directors (the “Board”) of FSD Pharma has determined that the Plan of Arrangement is fair and is in the best interests of FSD Pharma and FSD Pharma Securityholders and recommends that FSD Pharma Securityholders vote in favour of the Arrangement Resolution. The Circular provides a full description of the Plan of Arrangement and includes certain additional information to assist you in considering how to vote in respect of the Plan of Arrangement. You are encouraged to carefully consider all of the information in the Circular, including the documents incorporated by reference therein. If you require assistance, you should contact your financial, legal, tax or other professional advisor.

Your vote is important regardless of the number of Class A Shares, Class B Shares, or FSD Pharma Distribution Warrants that you own. A registered securityholder (“Registered Securityholder”) is a FSD Pharma Securityholder that holds their FSD Pharma Distribution Warrants, Class A Shares, or Class B Shares directly in their own name and not in the name of a broker, investment firm, clearing house or similar entities that own securities on behalf of beneficial securityholders.

If you are a Registered Securityholder of FSD Pharma, we encourage you to complete, sign, date and return the enclosed form of proxy by not later than 1:00 p.m. (Toronto time) on November 16, 2023, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting, to ensure that your FSD Pharma Securities are voted at the meeting in accordance with your instructions, whether or not you are able to attend virtually. If you hold your FSD Pharma Securities through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your FSD Pharma Securities. If you are a Registered Securityholder of FSD Pharma, we also encourage you to complete and return the corresponding enclosed letter of transmittal (“Letter of Transmittal”) together with the certificate(s), if any, representing your Class A Shares, Class B Shares, or FSD Pharma Distribution Warrants, and any other required documents and instruments, to the depository, Marrelli Trust Company Limited (“Marrelli Trust”), in accordance with the instructions set out in the Letter of Transmittal so that if the Plan of Arrangement is completed, new warrants, subordinate voting shares and/or multiple voting shares, as applicable, of FSD Pharma and Celly Nu common shares can be issued or distributed to you after the Plan of Arrangement becomes effective. The Letter of Transmittal contains other procedural information related to the Plan of Arrangement and should be reviewed carefully. If you hold your Class A Shares, Class B Shares, or FSD Pharma Distribution Warrants through a broker or other intermediary, please contact that broker or other intermediary for instructions and assistance with receiving new warrants, subordinate voting shares and/or multiple voting shares, as applicable, of FSD Pharma and Celly Nu common shares in exchange for your old FSD Pharma Distribution Warrants, Class A Shares and/or Class B Shares. Assuming that all conditions for the completion of the Plan of Arrangement are satisfied, it is anticipated that the Plan of Arrangement will become effective on or before November 27, 2023.

On behalf of FSD Pharma, we would like to thank all FSD Pharma Securityholders for their ongoing support.









Who has time to go see what scam FSD is up to

 

 

Below is an interesting part of the useless article. What are FSD criminals up to this week. Who has time to find the article and break it down. I'm tied up for a bit but curious. Im sure its something sketchy and in the end will only profit management just like the last 5 years. 

"The Circular and the related materials in connection with the Meeting are being provided to FSD Pharma Securityholders in compliance with applicable laws and the interim order of The Ontario Superior Court of Justice (Commercial List) granted on October 11, 2023 which is included in the Circular, which is available under FSD Pharma's issuer profile on SEDAR+ at www.sedarplus.ca."