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Aeterna Zentaris Issues Letter to Shareholders and Management Proxy Circular Ahead of Special Meeting of Shareholders to Approve Merger of Equals with Ceapro.

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February 21, 2024

Aeterna Zentaris Inc. issues a Letter to Shareholders and Management Proxy Circular ahead of its special meeting to approve a merger of equals with Ceapro Inc. The transaction aims to combine operations, creating a new entity listed on Nasdaq and TSX. Aeterna’s board views the merger as transformative, leveraging Ceapro’s revenue-generating cosmeceutical business with Aeterna’s pharmaceutical expertise to potentially generate significant value in both the short and long term.

Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) (“Aeterna”) today announced that it has issued a Letter to Shareholders and Management Proxy Circular ahead of its special meeting of shareholders to approve its merger of equals transaction with Ceapro Inc. (TSXV: CZO) (OTCQX: CRPOF) (“Ceapro”).

The two innovative biopharmaceutical development companies previously announced that they had entered into a definitive agreement to combine operations in an all-stock merger of equals transaction (the “Transaction”). The combined company is expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”), subject to the receipt of all necessary approvals. A new name for the combined company is expected to be announced following the closing of the Transaction.

Aeterna’s board of directors has been actively working for over two years to find a transformational opportunity for Aeterna, and strongly believe that the Transaction with Ceapro is attractive for both companies and their respective shareholders. Currently, Ceapro’s revenue-generating cosmeceutical based business includes the production of extracts and “active ingredients” from renewable plant resources that are found in leading skincare products, including brands such as Aveeno, Jergens, Neutrogena, Lubriderm, and other leading brand names. With Aeterna’s pipeline and development expertise in higher margin pharmaceutical products, Aeterna believes the combined company has the potential to generate significant value in the near and long-term as a result of, but not limited to, the following:

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