NOTICE OF CHANGE OF AUDITOR

   

TO:

McGovern Hurley LLP

TO:

MNP LLP

TO:

Ontario Securities Commission

AND TO:

British Columbia Securities Commission

AND TO:

Nova Scotia Securities Commission

Dear Sirs/Mesdames:

Re:

FSD Pharma Inc. – Change of Auditor

This letter constitutes notice, pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators ("NI 51-102"), that MNP LLP (the "Successor Auditor") has been appointed the auditor of FSD Pharma Inc. ("FSD").

FSD advises as follows:

(a) McGovern Hurley LLP (the "Former Auditor") resigned as auditor of FSD effective November 19, 2019 at the request of FSD.

(b) The Audit Committee and Board of Directors of FSD have considered the resignation of the Former Auditor and have considered and approved the appointment of the Successor Auditor.

(c) The Former Auditor's reports for FSD's most recently completed fiscal year, namely the fiscal year ended December 31, 2018, did not express a modified opinion.

(d) There are no reportable events (as defined in NI 51-102).

DATED this 29th day of November, 2019.

  FSD PHARMA INC.
     
  Per: (s) "Raza Bokhari"                    
    Name: Raza Bokhari
    Title: Executive Co-Chairman
    and Chief Executive Officer