Celly Announces Increase of Term Loan

Toronto, Ontario–(Newsfile Corp. – April 8, 2024) – Celly Nutrition Corp. (“Celly Nu” or the “Company“), announced today that it has entered into a loan amending agreement (the “Agreement“) in connection with the senior secured term loan made by FSD Pharma Inc. (“FSD Pharma“) to Celly Nu, as previously announced on their joint press release dated November 30, 2023 (the “Term Loan“), to increase the principal of the Term Loan by $300,000 to $1,300,000.

Pursuant to the Agreement, the interest payment due on the first annual anniversary of the Term Loan will be deferred and become payable together with the interest payment due on the second annual anniversary of the Term Loan. Celly Nu will continue to make interest payments as required by the original loan agreement, as amended, in respect of the Term Loan, and will provide FSD Pharma the option to convert any amounts outstanding (inclusive of interest) into common shares of Celly Nu upon the occurrence of an event of default under the Agreement. The Term Loan continues to bear interest at 10% per annum payable on each anniversary and expires July 31, 2026.

John Duffy, CEO of Celly Nutrition Corp., expressed his appreciation for the continued confidence demonstrated by FSD Pharma: “This expanded loan agreement is one more step by Celly Nu and FSD Pharma in bringing this innovative new product to market across North America.” Proceeds from this Term Loan will be used towards unbuzzd™ product manufacturing which will be released later this summer. unbuzzd™ is Celly Nutrition’s innovative contribution to the wellness and recovery supplement market. This scientifically formulated blend of vitamins, minerals, and herbs is engineered to enhance mental alertness, expedite alcohol metabolism, and facilitate rapid recovery from alcohol consumption, empowering individuals to “own now and what’s next.”

ABOUT CELLY NUTRITION CORP.

Celly Nutrition stands as a pioneering force in the wellness and recovery supplement landscape. With a commitment to innovation and quality, the company has secured an exclusive global licensing agreement with FSD Pharma, harnessing cutting-edge alcohol metabolizing technology for recreational uses. This strategic move positions Celly Nutrition as a leader in the development of science-driven solutions designed to enhance individual health and recovery processes, marking a new era in the support of responsible alcohol consumption.

ABOUT FSD PHARMA INC.

FSD Pharma Inc. is a biotechnology company with three drug candidates in different stages of development. FSD BioSciences, Inc. (“FSD BioSciences“), a wholly owned subsidiary, is focused on pharmaceutical research and development of its lead compound, ultra-micronized palmitoyl ethylamine (“PEA“) or FSD-PEA (formerly called FSD-201). Lucid Psycheceuticals Inc. (“Lucid“), a wholly owned subsidiary, is focused on the research and development of its lead compounds, Lucid-PSYCH (formerly Lucid-201) and Lucid-MS (formerly Lucid-21-302). Lucid PSYCH is a molecular compound identified for the potential treatment of mental health disorders. Lucid-MS is a molecular compound identified for the potential treatment of neurodegenerative disorders.

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “intends”, “estimates”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. “Forward-looking information” includes, but is not limited to, statements with respect to the terms, scope, and benefits of the Term Loan, including, the Company’s expectations to make payments on the Term Loan when due, the Company to bring its product new product to market across North America under the stated timeline and market segments; the Company will use the Term Loan for the stated reasons; the formulation, anticipated effects, and stated benefits of unbuzzd™; and the Company carrying out its stated commitments, business plans, and strategic objectives.

Such forward-looking information and statements are based on numerous assumptions, including the Company having the ability to fulfil the terms, scope, and benefits of the Term Loan; the Company will use the Term Loan for the stated reasons; the Company’s ability to maintain or further enhance the formulation, anticipated effects, and stated benefits of unbuzzd™; and the Company having the ability to carry out its stated commitments, business plans, and strategic objectives.

Forward-looking information and statements also involve known and unknown risks and uncertainties

and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: including the Company’s inability to fulfil the terms, scope, and benefits of the Term Loan; the Company’s inability to use the Term Loan for the stated reasons; the Company’s inability to maintain or further enhance the formulation, anticipated effects, and stated benefits of unbuzzd™; and the Company’s inability to carry out its stated commitments, business plans, and strategic objectives.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

Contacts

For further information:

Zeeshan Saeed, Founder, Chief Executive Officer and Executive Co-Chairman of the Board, FSD Pharma Inc. Email: Zsaeed@fsdpharma.com
Telephone: (416) 854-8884
Investor Relations: Email: ir@fsdpharma.com, skilmer@fsdpharma.com
Website: www.fsdpharma.com

John Duffy, Chief Executive Officer, Celly Nutrition Corp.
Email: johnduffy@cellynutrition.com
Telephone: 508-479-4923
Website: www.cellynutrition.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204778