FSD Pharma Inc. Announces Closing of Private Placement

About this update from Quantum Biopharma Ltd. Subordinate Voting Shares Class B

[{"type":"text","content":"FSD Pharma Inc. Announces Closing of Private PlacementTORONTO, ON / ACCESSWIRE / December 5, 2023 / FSD Pharma Inc. (NASDAQ:HUGE)(CSE:HUGE)(FRA:0K9A) (the \"Company\" or \"FSD\"), is pleased to announce that, further to its news release on November 27, 2023, it has closed a non-brokered private placement and issued 24 class A multiple voting shares (\"Class A Shares\") of the Company at a price of $1.90 per Class A Share for gross proceeds of $45.60 (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.This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.MI 61-101 DisclosureXorax Family Trust (\"Xorax\"), a trust of which Zeeshan Saeed, the Chief Executive Officer and Co-Chairman of FSD Pharma is a beneficiary, and Fortius Research and Trading Corp. (\"Fortius\"), a corporation of which Anthony Durkacz, a director of FSD 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 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 th...

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