Ceapro Inc.

Neither the TSX Venture Exchange nor any securities regulatory authority in Canada or any other jurisdiction has expressed an opinion about, or passed upon the fairness or merits of, the transactions described in this document, the securities offered pursuant to such transactions or the adequacy of the information contained in this document and it is an offence to claim otherwise.

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NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR

FOR THE SPECIAL MEETING OF SHAREHOLDERS AND OPTIONHOLDERS OF CEAPRO INC.

TO CONSIDER AN ARRANGEMENT

INVOLVING CEAPRO INC.

AND

AETERNA ZENTARIS INC.

TO BE HELD ON MARCH 12, 2024

THE BOARD OF DIRECTORS OF CEAPRO INC. UNANIMOUSLY RECOMMENDS THAT SECURITYHOLDERS VOTE

FOR

THE SPECIAL RESOLUTION APPROVING THE ARRANGEMENT

February 9, 2024

These materials are important and require your immediate attention. They require you to make an important decision. If you are in doubt as to how to make such decision, please contact your financial, legal or other professional advisors. If you have any questions or require more information with regard to the transactions described herein or the procedures for voting, please contact the Company’s proxy solicitation agent, Morrow Sodali, at (800) 662-5200 toll free in North America, or call outside North America at (203) 658-9400, or by email at [email protected].

The deadline for the receipt of proxies for the meeting is no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024.

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February 9, 2024

Dear fellow Ceapro Inc. investor:

It’s an exciting time for Ceapro Inc. (“ Ceapro ” or the “ Company ”) and for you as a valued investor. Ceapro has entered into an agreement with Aeterna Zentaris Inc. (“ Aeterna Zentaris ”), another drug development and commercialization company, to combine forces.

Securityholders (as defined below) are being asked to consider and vote upon a special resolution (the “ Arrangement Resolution ”) approving a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “ Arrangement ”) involving the Company, Aeterna Zentaris and the Securityholders, as described below and in the accompanying management information circular dated February 9, 2024 (the “ Circular ”). Our goal is to build a combined company that is greater than the sum of its parts, which provides a platform with a compelling vision and an opportunity to create value in the near and longer-term.

The board of directors of Ceapro (the “ Board ”) believes this is a compelling opportunity for Ceapro and its investors, for a number of reasons, including:

Recurring revenue to support business expansion. After giving effect to the Arrangement, the combined company (the “ Resulting Issuer ”) is expected to benefit from ongoing revenue from existing Ceapro products, which provide near term revenue owing to the streamlined development and commercialization opportunities in the cosmeceutical and nutraceutical space, along with license revenue from the partnering of Aeterna Zentaris’ pharmaceutical products, including macimorelin (Macrilen®; Ghryvelin™), which have the potential to create long-term value for investors. These revenue streams are planned to be used to support the development of high potential-return products, ideally creating growing and sustainable revenue, and represent a more diversified value proposition for investors. The pipeline of products being developed should generate an increased and consistent news flow, a key supporting factor in investor interest.
Diversified commercial and development product pipeline. The Resulting Issuer is anticipated to have a stronghold in the active ingredients market and value-driving cosmeceutical products (i.e. oat beta glucan and avenanthramides, which are found in leading skincare product brands including Aveeno, Jergens, Neutrogena, Lubriderm and other leading brand names) and nutraceuticals. The Resulting Issuer is also expected to benefit from an extensive pipeline of innovative products in development, including Ceapro’s quicker to market biotechnology products and Aeterna Zentaris’ potentially higher return, but longer-horizon, products. With this pipeline rejuvenation, the Resulting Issuer is expected to boast:
more products in the pipeline that are closer to potential commercialization;
an enhanced ability to strategically focus financial and company resources in a manner that provides the most value to the company and shareholders; and
a more compelling value proposition and lower risk profile.
Expanded pharmaceutical research and development capabilities. Both Ceapro and Aeterna Zentaris bring deep expertise and knowledge that are expected to play a key role in advancing the Resulting Issuer and its development pipeline. The Resulting Issuer will have the infrastructure to support development activities and potentially offer improved efficiencies, in addition to cost savings. The Resulting Issuer will also have an expanded development pipeline of products which it is

committed to prioritizing as management evaluates what will provide the best overall potential for the Resulting Issuer, shareholders and consumers.

Improved Trading Liquidity and Capital Markets Exposure. Subject to regulatory approvals, the Resulting Issuer will be listed on both the Toronto Stock Exchange (the “ TSX ”) and the Nasdaq Capital Market (the “ Nasdaq ”), providing it with greater exposure to capital markets than is currently available to Ceapro. The Resulting Issuer will have a market capitalization of approximately $25.4 million (on a non-diluted basis, based on the closing price of the Shares (as defined below) on the TSX Venture Exchange (the “ TSXV ”) and of the Aeterna Zentaris Shares (as defined below) on the TSX on February 9, 2024).
Stronger Financial Position and Flexibility. The Resulting Issuer will have increased financial flexibility with enhanced free cash flow and a strengthened balance sheet, with approximately $57 million in unrestricted cash as at September 30, 2023 on a pro forma basis.
Meaningful Participation by Shareholders in the Future Growth of the Resulting Issuer. Upon completion of the Arrangement, the Shareholders (as defined below) will hold approximately 50% of the Resulting Issuer on a pro forma basis, assuming the exercise of all of the purchase warrants to be issued to the Aeterna Zentaris shareholders as part of the Arrangement and based on the number of Shares and Aeterna Zentaris Shares issued and outstanding as of market close on December 13, 2023. The combination of Ceapro with Aeterna Zentaris is an opportunity to own shares in an established biopharmaceutical company with
diagnostic products which are commercialized in several countries;
operations in Europe (Germany) and North America;
enhanced capital markets profile, financing capacity and access to capital; and
the opportunity for synergies.

The complementary nature of Ceapro’s and Aeterna Zentaris’ combined asset base is expected to provide significant upside, increased diversification, less risk and the potential for improved efficiencies. The Resulting Issuer is expected to be a long-term sustainable business, which is optimally positioned to deliver value to shareholders as the biopharma sector recovers from its current trough.

Synergies. We expect to be able to right-size the administrative costs so that we can better prioritize funds on products and programs that we believe have the best chance to succeed and create value inflection points.
Experienced Leadership. Both companies have expertise that can build upon each other resulting in a stronger company. For example, Aeterna Zentaris is adept at navigating the conduct of human clinical trials and the critical regulatory approval process required to bring pharmaceutical products to market, which provides a synergistic addition to Ceapro as it continues to advance higher value pharmaceutical opportunities for its active ingredients and technologies.
Succession Planning. Renewal at both the executive and board levels is both healthy and commonplace at leading publicly traded organizations. As integration efforts proceed and the combined companies move forward as one, the engaged board will consider what changes are desirable to match the needs of the new business. In addition, following a successful integration, the board of the Resulting Issuer will also consider the leadership team mix. As noted above, Aeterna Zentaris expects that the Resulting Issuer’s stronghold in North America and combination of assets will further efforts to attract top tier talent. Ensuring succession plans are in place is an integral job of a board and shareholders should expect that their directors will work diligently to protect and further the interests of the company and its shareholders.

As part of the integration efforts to be undertaken following closing, the newly constituted board of directors of the Resulting Issuer will finalize the selection of a new name for the Resulting Issuer and submit the name change to shareholders of the Resulting Issuer for their approval.

Comprehensive Negotiations and Investor Protections

The proposed combination with Aeterna Zentaris was the result of a comprehensive negotiation process and was undertaken with the oversight and participation of the Special Committee (as defined below) and the legal and financial advisors of Ceapro. When considering the business combination, it is important to note the following:

Due Diligence. Management of Ceapro and its technical, legal and financial advisors conducted extensive due diligence on Aeterna Zentaris.
Fairness Opinion. The fairness opinion provided by the Financial Advisor (as defined below) concludes that the Exchange Ratio (as defined below) is fair, from a financial point of view, to the Securityholders.
Options. The Arrangement is not detrimental to the interests of Optionholders (as defined below) as Optionholders will receive Replacement Options (as defined below) in exchange for their Options (as defined below).
Conduct of Ceapro’s Business. The restrictions imposed on Ceapro’s business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome.
Ceapro Support. Aeterna Zentaris has entered into the lock-up agreements with all of the directors and officers of Ceapro (the “ Aeterna Zentaris Lock-Up Agreements ”) whereby it has secured support for the approval of the Arrangement by Shareholders and Optionholders who beneficially own, or exercise control or direction over, 1,990,468 Shares, representing approximately 2.54% of the outstanding Shares, and 1,985,000 Options, for a total of 3,975,468 Securities (as defined below), or approximately 4.90% of the total outstanding Securities as of January 12, 2024.
Aeterna Zentaris Support. Ceapro has similarly entered into lock-up agreements with all of the directors and officers of Aeterna Zentaris (the “ Ceapro Lock-Up Agreements ”) whereby it has secured their support for the approval of the Arrangement by Aeterna Zentaris shareholders who beneficially own, or exercise control or direction over, 6,756 Aeterna Zentaris Shares (as defined below), representing approximately 0.14% of the outstanding Aeterna Zentaris Shares as of January 12, 2024.
Arms’ Length. To the knowledge of the Board, the terms and conditions of the Aeterna Zentaris Lock-Up Agreements and the Ceapro Lock-Up Agreements were negotiated at arms’ length between the parties thereto.
Deal Certainty. The completion of the Arrangement is subject to a limited number of conditions, which in the view of the Board, after receiving legal and financial advice, are reasonable in the circumstances. Accordingly, it offers relative deal certainty.
Dissent Rights. The Shareholders have been granted the right to dissent and, subject to certain conditions, have their Shares transferred to Aeterna Zentaris against payment by Ceapro of their fair value.
Court Approval. The Arrangement must be approved by the Court (as defined below), which will consider, among other things, the fairness of the Arrangement to the Securityholders.
Ability to respond to Unsolicited Superior Proposal. If a superior proposal to purchase the Shares materializes, the Arrangement Agreement allows the Board to engage in discussions or negotiations with respect to an unsolicited proposal at any time before the approval of the Arrangement by the Securityholders and after the Board determines, in good faith, that such a proposal could reasonably be expected to lead to a superior proposal. The amount of the termination fee of $500,000 payable by the Company in certain circumstances is reasonable and consistent with prevailing market terms.

The business, operations, assets, financial condition, operating results and prospects of the Company are subject to significant uncertainty, including prevailing market conditions in the biopharmaceutical sector. The Resulting Issuer plans to prioritize agility, innovation, and adaptability to navigate the challenges and uncertainties inherent in the biopharmaceutical industry. The Resulting Issuer also plans to implement a robust risk management strategy, and to

leverage the combined expertise of Aeterna Zentaris and Ceapro to identify and address potential challenges. Continuous monitoring of industry trends and proactive decision-making is anticipated to be key to maintaining a competitive edge.

Arrangement

The special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) in the capital of Ceapro Inc. and the holders (the “ Optionholders ”, and collectively with the Shareholders, the “ Securityholders ”) of options to purchase Shares (the “ Options ”, and collectively with the Shares, the “ Securities ”) will be held at 9:00 a.m. (Mountain Standard Time) / (11:00 a.m. Eastern Standard Time) on March 12, 2024 as a virtual only securityholder meeting with participation electronically via www.virtualshareholdermeeting.com/CZO2024SM. Securityholders will not be able to attend the Meeting in person.

At the Meeting, Securityholders will be asked to consider and vote upon the Arrangement Resolution approving the Arrangement involving the Company, Aeterna Zentaris and the Securityholders, as more particularly described in the Circular.

Pursuant to the Arrangement, Shareholders, other than Shareholders exercising dissent rights, shall receive a number of common shares in the capital of Aeterna Zentaris (“ Aeterna Zentaris Shares ”) equal to 0.09439 (the “ Exchange Ratio ”) multiplied by the number of Shares held by such Shareholder. In addition, the Optionholders shall receive, for each Option held, such number of options to purchase Aeterna Zentaris Shares (“ Replacement Options ”) as is equal to the product of (a) such number of Shares that were issuable upon exercise of such Options immediately prior to the effective time of the Arrangement (the “ Effective Time ”), multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of Aeterna Zentaris Shares, at an exercise price per Aeterna Zentaris Share equal to the quotient determined by dividing (x) the exercise price per Share at which such Option was exercisable immediately prior to the Effective Time, by (y) the Exchange Ratio, rounded up to the nearest whole cent.

The Arrangement Resolution, the full text of which is set forth in the accompanying Circular, must be approved by at least (i) 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy and entitled to vote at the Meeting and (ii) 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy and entitled to vote at the Meeting, voting together as a single class. Each Securityholder shall be entitled to one vote with respect to each Share held and one vote with respect to each Option held.

Completion of the Arrangement is subject to approval of the Court of King’s Bench of Alberta (the “ Court ”) and receipt of all necessary securityholder and regulatory approvals, including, with respect to Ceapro, the approval of the TSXV, and with respect to Aeterna Zentaris, the approval of the shareholders of Aeterna Zentaris, of the TSX and of the Nasdaq. If the requisite court, securityholder and regulatory approvals are obtained, the Arrangement is expected to close on or about April 1, 2024. The Circular contains a detailed description of the Arrangement, as well as a description of certain risk factors relating to the completion of the Arrangement. Please give this material your careful consideration and, if you require assistance, please consult your financial, legal or other professional advisors.

Special Committee and Board Recommendation

After careful consideration, including a thorough review of the Arrangement agreement (the “ Arrangement Agreement ”), the fairness opinion provided by Bloom Burton Securities Inc. (the “ Financial Advisor ”) and other matters considered relevant, including the various factors described more fully in the accompanying Circular, and following consultation with management of the Company (excluding Gilles Gagnon due to his role as a director of Aeterna Zentaris) and its financial and legal advisors, the special committee (the “ Special Committee ”) of the Board unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Securityholders. Accordingly, the Special Committee unanimously recommended that the Board approve the Arrangement Agreement.

The Financial Advisor provided its opinion to the Board that, subject to the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair, from a financial point of view, to the Securityholders. The complete text of the Financial Advisor’s fairness opinion is attached as Appendix C to the accompanying Circular, and Securityholders are urged to read it in its entirety.

The Board (with Gilles Gagnon abstaining from voting due to his role as a director of Aeterna Zentaris in addition to being a director of the Company), after consultation with the Board’s financial and legal advisors, and based on the

unanimous recommendation of the Special Committee, unanimously determined that the Arrangement is in the best interests of the Company and fair to the Securityholders and, accordingly, unanimously recommends that Securityholders vote FOR the Arrangement Resolution.

The Meeting

The Meeting will be held at 9:00 a.m. (Mountain Standard Time) on March 12, 2024, in a virtual-only format conducted by live audio webcast at www.virtualshareholdermeeting.com/CZO2024SM. To attend the meeting, Securityholders and duly appointed proxyholders must log-in using the 16-digit control number indicated either on their instrument of proxy or voting instruction form, or the 8-character Appointee Identification Number, as applicable. Online access to the Meeting will begin at 8:45 a.m. (Mountain Standard Time) on March 12, 2024. The Company is holding the Meeting in a virtual-only format in order to provide Securityholders with an equal opportunity to attend and participate at the Meeting regardless of their geographic location or the particular constraints or circumstances that they may face.

The accompanying notice of special meeting (the “ Notice of Meeting ”) and Circular contain a detailed description of the Arrangement and set forth the actions to be taken by you at the Meeting. You should carefully consider all of the relevant information in the Notice of Meeting and the Circular and consult with your financial, legal or other professional advisors if you require assistance.

Whether or not you are able to virtually attend the Meeting, you are encouraged to provide voting instructions on the enclosed instrument of proxy as soon as possible. Broadridge Investor Communications Corporation must receive your proxy no later than  :00 a.m. (Mountain Standard Time) on March 8, 2024, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the time set for the adjourned or postponed Meeting. You may personally deliver or send your proxy by either (i) using the envelope provided, or (ii) mailing the proxy to Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario, L3R 9Z9. You may also vote on the internet by going to www.proxyvote.com, entering the 16-digit control number found on the instrument of proxy and following the instructions. If you wish to vote on the internet, you must do so no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024.

If you are a non-registered Shareholder and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Shares not being eligible to be voted at the Meeting.

If you have any questions or require more information with regard to the transactions described herein or the procedures for voting, please contact the Company’s proxy solicitation agent, Morrow Sodali, at (800) 662-5200 toll free in North America, or call outside North America at (203) 658-9400, or by email at [email protected].

On behalf of the Company, I would like to thank all of our Securityholders for their continuing support and hope that you share our enthusiasm for combining with Aeterna Zentaris to create a business that we believe will be optimally positioned for success and to create value for investors.

Yours truly,

(Signed) Ronald W. Miller Chair of the Special Committee of the Board of Directors of Ceapro Inc.

CEAPRO INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND OPTIONHOLDERS

TO BE HELD ON MARCH 12, 2024

NOTICE IS HEREBY GIVEN THAT pursuant to an order (the “ Interim Order ”) of the Court of King’s Bench of Alberta dated January 18, 2024, a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) in the capital of Ceapro Inc. (the “ Company ”) and the holders (collectively with the Shareholders, the “ Securityholders ”) of options to purchase Shares will be held virtually via live webcast at www.virtualshareholdermeeting.com/CZO2024SM at 9:00 a.m. (Mountain Standard Time) on March 12, 2024 for the following purposes:

to consider, pursuant to the Interim Order, and, if thought advisable, to approve, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of the Company dated February 9, 2024 (the “ Circular ”), to approve a plan of arrangement (the “ Plan of Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”), as more particularly described in the Circular (the “ Arrangement ”); and
to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Particulars of the foregoing matters are set forth in the Circular. The board of directors of the Company has fixed the close of business on January 12, 2024 as the record date (the “ Record Date ”) for the determination of the Securityholders entitled to receive notice of, and to vote at, the Meeting. Only Securityholders whose names have been entered in the register of Securityholders maintained by the Company as of the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting. With respect to Shareholders who acquire Shares after the Record Date, such persons will not be entitled to vote at the Meeting unless, after the Record Date, (i) the transferee of such Shares produces properly endorsed Share certificates evidencing such Shares or otherwise establishing that it owns such Shares, and (ii) the transferee requests, at least 10 days before the Meeting, that it be included in the list of Shareholders entitled to vote.

Securityholders are entitled to vote at the Meeting virtually or by proxy, as described in the Circular under the heading “ General Proxy Matters ”. Only registered Securityholders or the persons appointed as their proxies are entitled to virtually attend and vote at the Meeting. For information with respect to Shareholders who own their Shares through an intermediary, see “ General Proxy Matters — Non-Registered Shareholders ”.

Whether or not you are able to virtually attend the Meeting, you are encouraged to provide voting instructions on the enclosed instrument of proxy as soon as possible. Broadridge Investor Communications Corporation must receive your proxy no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the time set for the adjourned or postponed Meeting. You may personally deliver or send your proxy by either (i) using the envelope provided, or (ii) mailing the proxy to Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario L3R 9Z9. You may also vote on the internet by going to www.proxyvote.com , entering the 16-digit control number found on the instrument of proxy and following the instructions. If you wish to vote on the internet, you must do so no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024.

If you are a non-registered Shareholder (for example, if you hold Shares in an account with an intermediary), you should follow the voting procedures described in the instrument of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your Shares. Note that the deadlines set by your intermediary for submitting your instrument of proxy or voting instruction form may be earlier than the dates described above and non-registered Shareholders wishing to vote on the internet must do so no later than 9:00 a.m. (Mountain Standard Time) on March 8, 2024.

Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Registered Shareholders as at the Record Date have the right to dissent with respect to the Arrangement and, if the Arrangement becomes effective, to be paid the fair value of their Shares in accordance with the provisions of Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. A Shareholder’s right to dissent is – more particularly described in the Circular under the heading “ Dissent Rights Dissenting Shareholders ”, the text of Section 190 of the CBCA is set forth in Appendix E of the Circular and a copy of the Interim Order is attached as Appendix D of the Circular. Please refer to the Circular for a description of the right to dissent in respect of the Arrangement.

Failure to strictly comply with the requirements set forth in Section 190 of the CBCA (as modified by the Interim Order and the Plan of Arrangement, as applicable) with respect to the Arrangement may result in the loss of any right to dissent. Persons who are beneficial owners of Shares as at the Record Date registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the registered Shareholders as at the Record Date are entitled to dissent. Accordingly, a beneficial Shareholder as at the Record Date wishing to exercise the right to dissent must make arrangements for the registered Shareholder to dissent on behalf of the beneficial Shareholder or, alternatively, such beneficial Shareholder may make arrangements for its Shares to be registered in such beneficial Shareholder’s name prior to the time the written objection to the Arrangement is required to be received by the Company.

DATED this 9th day of February, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF CEAPRO INC .

By: (Signed) Ronald W. Miller

Chair of the Special Committee of the Board of Directors of Ceapro Inc.

IN THE COURT OF KING’S BENCH OF ALBERTA JUDICIAL DISTRICT OF EDMONTON

IN THE MATTER OF SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT, RSC 1985, c C-44, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CEAPRO INC., AETERNA ZENTARIS INC. AND THE SECURITYHOLDERS OF CEAPRO INC.

NOTICE OF ORIGINATING APPLICATION

NOTICE IS HEREBY GIVEN that an application (the “ Application ”) has been filed with the Court of King’s Bench of Alberta, Judicial District of Edmonton (the “ Court ”) on behalf of Ceapro Inc. (“ Ceapro ”, or the “ Applicant ”) for a final order (“ Final Order ”) with respect to a proposed arrangement (the “ Arrangement ”) under section 192 of the Canada Business Corporations Act, RSC 1985, c C-44, as amended (the “ CBCA ”), involving the Applicant, which Arrangement is described in greater detail in the notice of special meeting of securityholders and management information circular of Ceapro (the “ Information Circular ”). Capitalized terms used in this Notice of Application and not otherwise defined have the meaning ascribed thereto in the Information Circular.

At the hearing of the Application, the Applicant intends to seek a Final Order which includes, among other relief:

(a) a declaration that the Arrangement as set forth in the plan of arrangement (the “ Plan of Arrangement ”) is an arrangement pursuant to Section 192 of the CBCA;
(b) a declaration that the terms and conditions of the Arrangement are fair to the holders of common shares (the “ Shares ”) in the capital of Ceapro, the holders of options to purchase Shares (collectively, the “ Securityholders ”) and other affected persons, both from a substantive and procedural perspective;
(c) declaring that the Arrangement, as set forth in the Plan of Arrangement, will, upon the filing of articles of arrangement under the CBCA, be effective under the CBCA in accordance with its terms and be binding upon the Applicant, the Securityholders and all other persons affected by or named in the Plan of Arrangement, including their respective heirs, executors, administrators, legal representatives, successors and assigns;
(d) an approval of the Arrangement pursuant to section 192 of the CBCA;
(e) a request for the aid and recognition of any court, tribunal, or any judicial, regulatory or administrative body having jurisdiction in Canada or the United States or other country to give effect to the Final Order to act in aid of and to assist the Applicants in carrying out the terms of the Final Order and for such courts, tribunals, regulatory and administrative bodies to provide such assistance as necessary to give effect to the Final Order; and
(f) such further and other orders, declarations and directions as the Court may deem just.

AND NOTICE IS HEREBY GIVEN that the Court has been advised that its Final Order approving the Arrangement, if granted, will constitute the basis for an exemption from the registration requirements of the United States Securities Act of 1933, as amended, as provided by Section 3(a)(10) thereof, with respect to the issuance and subsequent distribution of the Aeterna Zentaris Shares and Aeterna Zentaris New Warrants pursuant to the Arrangement.

AND NOTICE IS FURTHER GIVEN that the Application is directed to be heard via Webex videoconferencing platform, on March 27, 2024 at 2:00 p.m. (MST), or such other time and/or date as the Court will advise. At the hearing and subject to any further order of the Court, any Securityholder or other interested party desiring to appear and make submissions at the application for the Final Order may do so, subject to filing with the Court and serving upon the solicitors for the Applicants, on or before 4:00 p.m. (MST) on February 27, 2024, a notice of intention to appear, including such party’s address for service, indicating whether such Securityholder or other interested party intends to support or oppose the Application or make submissions, together with a detailed summary of the position such party intends to advocate before the Court, and any evidence or materials which are to be presented to the Court and satisfying any other requirements of the Court as provided in the Interim Order (defined below) or otherwise. Service on the Applicants is to be effected in accordance with the Interim Order.

AND NOTICE IS FURTHER GIVEN that, at the hearing, Securityholders and other interested parties will be entitled to make representations as to, and the Court will be requested to consider, the fairness and reasonableness of the Arrangement, both from a substantive and procedural perspective. If you do not attend, either in person or by counsel, at that time, the Court may approve the Arrangement as presented, or may approve the Arrangement subject to such terms and conditions as the Court shall deem fit, without any further notice.

AND NOTICE IS FURTHER GIVEN that no further notice of the Application will be given by the Applicant and that in the event the hearing of the Application is adjourned, only those persons who have appeared before the Court for the hearing of the Application shall be served with notice of the adjournment and the date of the adjourned Application.

AND NOTICE IS FURTHER GIVEN that the Court, by an order dated January 18, 2024 (the “ Interim Order ”), has given directions as to the calling and holding of the meeting of Securityholders for the purpose of the Securityholders voting upon the resolution to approve the Arrangement (including the Plan of Arrangement) and the Transactions contemplated therein, and certain other business, all as more particularly described in the Information Circular.

AND NOTICE IS FURTHER GIVEN that a copy of the said Application and other documents in the proceedings will be furnished to any Securityholder or other interested party requesting the same from the solicitors for the Applicants upon written request delivered to such solicitors as follows:

Blake, Cassels & Graydon LLP Suite 3500, Bankers Hall East 855 – 2nd Street SW Calgary, Alberta T2P 4J8 Attention: Kelly J. Bourassa / Howard Levine

DATED at the Town of Oakville, in the Province of Ontario, this 9[th] day of February, 2024.

BY ORDER OF THE BOARD OF DIRECTORS OF CEAPRO INC .

By: (Signed) Ronald W. Miller Chair of the Special Committee of the Board of Directors of Ceapro Inc.

Page GLOSSARY OF TERMS ............................................................................................................................................ I General Questions ................................................................................................................................................ xviii Questions Relating to the Arrangement ................................................................................................................ xxii INTRODUCTION ....................................................................................................................................................... 1 Defined Terms ........................................................................................................................................................... 1 Information Contained in this Circular ...................................................................................................................... 1 NOTICE TO SECURITYHOLDERS IN THE UNITED STATES ......................................................................... 2 Consideration Shares and Replacement Options ....................................................................................................... 3 Canadian Circular ...................................................................................................................................................... 4 IFRS Accounting Principles ...................................................................................................................................... 4 Enforcement of Civil Liabilities ................................................................................................................................ 4 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ................................. 4 SUMMARY INFORMATION .................................................................................................................................... 6 GENERAL PROXY MATTERS .............................................................................................................................. 20 Time and Location of the Meeting ........................................................................................................................... 20 Attending and Participating in the Meeting ............................................................................................................. 20 Solicitation of Proxies.............................................................................................................................................. 20 Appointment of Proxies ........................................................................................................................................... 21 Voting by Proxyholders ........................................................................................................................................... 21 Quorum .................................................................................................................................................................... 20 Registered Shareholders .......................................................................................................................................... 22 Non-Registered Shareholders .................................................................................................................................. 22 Signature of Proxy ................................................................................................................................................... 22 Revocation of Proxy ................................................................................................................................................ 23 VOTING SECURITIES AND PRINCIPAL HOLDERS ........................................................................................ 23 Record Date ............................................................................................................................................................. 23 Voting Securities ...................................................................................................................................................... 24 Principal Holders ..................................................................................................................................................... 24 PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ................................................... 24 Approval of the Arrangement Resolution ................................................................................................................ 24 Additional Business ................................................................................................................................................. 24 THE ARRANGEMENT ............................................................................................................................................ 24 Background of the Arrangement .............................................................................................................................. 24 Recommendations of the Special Committee .......................................................................................................... 28 Recommendations of the Board ............................................................................................................................... 28 Reasons for the Recommendations .......................................................................................................................... 29 Fairness Opinion ...................................................................................................................................................... 31 Summary of the Arrangement .................................................................................................................................. 33

Arrangement Steps .................................................................................................................................................. 34 Effects of the Arrangement ...................................................................................................................................... 36 Interests of Certain Persons in the Arrangement ...................................................................................................... 36 Aeterna Zentaris Lock-Up Agreements ................................................................................................................... 38 Stock Exchange Listings.......................................................................................................................................... 40 Procedure for the Arrangement Becoming Effective ............................................................................................... 40 Securityholders Approvals ....................................................................................................................................... 40 Court Approval ........................................................................................................................................................ 41 Aeterna Zentaris Name Change ............................................................................................................................... 41 Aeterna Zentaris Share Consolidation ..................................................................................................................... 42 Timing ..................................................................................................................................................................... 42 Stock Exchange Delisting and Reporting Issuer Status ........................................................................................... 42 THE ARRANGEMENT AGREEMENT ................................................................................................................. 42 Conditions Precedent ............................................................................................................................................... 43 Representations and Warranties ............................................................................................................................... 45 Covenants ................................................................................................................................................................ 46 Expenses .................................................................................................................................................................. 61 Specific Performance ............................................................................................................................................... 61 Amendment ............................................................................................................................................................. 61 Governing Law and Jurisdiction .............................................................................................................................. 62 SECURITIES LAW MATTERS ............................................................................................................................... 62 Canadian Securities Laws ........................................................................................................................................ 62 U.S. Securities Laws ................................................................................................................................................ 63 STOCK EXCHANGE MATTERS ........................................................................................................................... 65 PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ..................................................... 65 PRINCIPAL U.S. FEDERAL INCOME TAX CONSIDERATIONS .................................................................... 71 U.S. Federal Income Tax Consequences of the Arrangement .................................................................................. 73 DISSENT RIGHTS .................................................................................................................................................... 79 RISK FACTORS RELATING TO THE ARRANGEMENT ................................................................................. 83 PROCEDURES FOR THE SURRENDER OF SECURITIES AND RECEIPT OF CONSIDERATION ......... 88 Procedures for Shareholders .................................................................................................................................... 88 Procedures for Optionholders .................................................................................................................................. 90 Cancellation of Rights of Securityholders ............................................................................................................... 90 Fractional Securities ................................................................................................................................................ 90 Withholding Rights .................................................................................................................................................. 91 INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ................................................. 91 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .................................................. 91 INTERESTS OF EXPERTS ..................................................................................................................................... 91 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ................................................................ 92 ADDITIONAL INFORMATION CONCERNING THE COMPANY .................................................................. 92 OTHER INFORMATION AND MATTERS ........................................................................................................... 92

QUESTIONS AND FURTHER ASSISTANCE ....................................................................................................... 92 APPROVAL ............................................................................................................................................................... 93 CONSENT OF BLOOM BURTON SECURITIES INC. ....................................................................................... 94

APPENDICES

Appendix A – Arrangement Resolution Appendix B – Plan of Arrangement Appendix C – Fairness Opinion Appendix D – Interim Order Appendix E – Section 190 of the Canada Business Corporations Act Appendix F – Information Concerning Ceapro Appendix G – Information Concerning Aeterna Zentaris Appendix H – Information Concerning the Resulting Issuer Appendix I – Pro Forma Financial Statements of the Resulting Issuer (Unaudited)

GLOSSARY OF TERMS

In this Circular, including the appendices, unless the subject matter or context is inconsistent therewith, the following terms have the meanings set forth below and grammatical variations thereof shall have the corresponding meanings:

“ Acceptable Confidentiality Agreement ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Non-Solicitation ”.

“ Acquisition Proposal ” means, other than the transactions involving the Parties contemplated by the Arrangement Agreement, any bona fide written or oral offer, proposal, expression of interest, or inquiry to a Party or to its shareholders from any Person or group of Persons, that relates to any one or more of the following:

(a) any direct or indirect acquisition, sale, disposition or purchase (or lease, exchange, transfer or other arrangement having the same economic effect as a sale), whether in a single transaction or a series of related transactions, of: (a) the assets of such Party and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its subsidiaries taken as a whole or contribute 20% or more of the consolidated revenue or net income of such Party and its subsidiaries taken as a whole; or (b) 20% or more of any class of voting or equity securities (and including securities convertible into or exercisable or exchangeable for voting or equity securities) of such Party or any of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its subsidiaries taken as a whole or contribute 20% or more of the consolidated revenue or net income of such Party and its subsidiaries taken as a whole;
(b) any direct or indirect take-over bid, issuer bid, tender offer, exchange offer, treasury issuance or other transaction for any class of equity securities of such Party and/or one or more of its subsidiaries that, if consummated, would result in any such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of such Party or any of its subsidiaries (and including securities convertible into or exercisable or exchangeable for voting or equity securities);
(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving such Party and/or any one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of such Party and its subsidiaries taken as a whole or contribute 20% or more of the consolidated revenue or net income of such Party and its subsidiaries taken as a whole; or
(d) any other similar transaction or series of transactions involving such Party or any of its subsidiaries.

“ Aeterna Zentaris ” means Aeterna Zentaris Inc., a corporation incorporated under the CBCA.

“ Aeterna Zentaris Adjusted Warrants ” means the outstanding warrants to purchase Aeterna Zentaris Shares to whom the holders of which will be issued Aeterna Zentaris New Warrants pursuant to the terms and conditions of the Aeterna Zentaris New Warrant Agreement, as reflected in the Plan of Arrangement.

“ Aeterna Zentaris Annual Report ” means Aeterna Zentaris’ annual report on form 20-F for the year ended December 31, 2022.

“ Aeterna Zentaris Board ” means the board of directors of Aeterna Zentaris as the same is constituted from time to time.

“ Aeterna Zentaris Board Recommendation ” means the unanimous recommendation of the Aeterna Zentaris Board (other than the Aeterna Zentaris Non-Participating Director) that Aeterna Zentaris Shareholders vote in favour of the Arrangement Resolution.

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“ Aeterna Zentaris Change in Recommendation ” has the meaning set forth under the heading “ The Arrangement Agreement – Termination of the Arrangement Agreement ”.

“ Aeterna Zentaris Circular ” means the notice of the Aeterna Zentaris Meeting and accompanying management proxy circular, including all schedules, appendices and exhibits thereto, and any information incorporated by reference in such management proxy circular, to be sent to the Aeterna Zentaris Shareholders in connection with the Aeterna Zentaris Meeting, as amended, supplemented or otherwise modified from time to time.

“ Aeterna Zentaris DSUs ” means deferred share units of Aeterna Zentaris granted under or otherwise subject to the Aeterna Zentaris Stock Option Plans.

“ Aeterna Zentaris Interim MD&A ” has the meaning set forth in Appendix G under the heading “ Additional Information ”.

“ Aeterna Zentaris IP ” means: (a) all Intellectual Property relating to the Aeterna Zentaris Products in which Aeterna Zentaris or any of its subsidiaries have or purport to have an ownership interest; and (b) all other Intellectual Property which Aeterna Zentaris or any of its subsidiaries use and exploit in connection with the manufacture, use, testing, sale, licence or other commercialization of the Aeterna Zentaris Products.

“ Aeterna Zentaris Lock-Up Agreements ” means the lock-up agreements between Aeterna Zentaris and each of the Ceapro Supporting Parties.

“ Aeterna Zentaris LTIP ” means the long-term incentive plan of Aeterna Zentaris, as ratified by the shareholders of Aeterna Zentaris on May 8, 2018.

“ Aeterna Zentaris Material Adverse Effect ” means, in respect of Aeterna Zentaris, any change, event, effect, state of facts, condition, circumstance, development or occurrence that is, or could reasonably be expected to be, either individually or in the aggregate with other such changes, events, developments or occurrences, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (including any contingent liabilities), operations or results of operations of Aeterna Zentaris and its subsidiaries, taken as a whole, other than any change, event, development or occurrence resulting from or relating to:

(i) the announcement of the execution of the Arrangement Agreement or the transactions contemplated thereby;
(ii) any actions taken (or omitted to be taken) by a Party that are required by the Arrangement Agreement or upon the written request or with the written consent of any other Party;
(iii) the failure in and of itself of Aeterna Zentaris to meet any internal or published projections, forecasts or guidance or estimates of revenues, earnings or cash flows of Aeterna Zentaris or of any securities analysts, it being understood that the causes underlying such failure may be taken into account in determining whether an Aeterna Zentaris Material Adverse Effect has occurred to the extent not otherwise excepted by another clause of this definition;
(iv) any change in global, national or regional political conditions (including strikes, lockouts or riots), economic, business, banking, currency exchange, interest rate or inflationary conditions or financial or, capital market conditions, in each case whether national or global;
(v) any natural or man-made disaster or act of God (including the commencement, continuation or worsening of any state of emergency, pandemic (including any worsening of the COVID-19 pandemic), epidemic, disease outbreak or other health crisis or public health event), war, armed hostilities or acts of terrorism;
(vi) any adoption, proposal, implementation or other changes in applicable Laws, or interpretation of Laws by Governmental Entities, including any Laws with respect to Taxes, IFRS or regulatory accounting requirements, in each case after the date of the Arrangement Agreement;
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(vii) any regulatory, preclinical or clinical, competitive, pricing, reimbursement or manufacturing change, occurrence, or effect relating to or affecting any product or product candidate competitive with any Aeterna Zentaris Product;
(viii) any changes, developments or conditions affecting the global pharmaceutical industry generally; and
(ix) any decrease in the market price or any decline in the trading volume of the equity securities of Aeterna Zentaris (it being understood that the causes or facts underlying such change in trading price or trading volume may be taken into account in determining whether an Aeterna Zentaris Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition);

provided, however, that in the case of clauses (iv), (v), (vi), (vii) and (viii) such event, change, development or occurrence does not have a disproportionate adverse effect on the business of Aeterna Zentaris and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in the industry in which it operates.

“ Aeterna Zentaris Meeting ” means the special meeting of Aeterna Zentaris Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held to consider, and if thought advisable, approve the Aeterna Zentaris Resolutions (other than the special resolution approving the Aeterna Zentaris Name Change), and for any other purpose as may be set out in the Aeterna Zentaris Circular.

“ Aeterna Zentaris Name Change ” means the proposed name change of Aeterna Zentaris.

“ Aeterna Zentaris New Warrant Agreement ” means the agreement to be entered into between Aeterna Zentaris and the Aeterna Zentaris Warrant Agent with respect to the issuance of the Aeterna Zentaris New Warrants.

“ Aeterna Zentaris New Warrants ” means the warrants to purchase Aeterna Zentaris Shares at an exercise price of US$0.01 per Aeterna Zentaris Share at any time on or before the third anniversary of the Effective Date to be issued to the Aeterna Zentaris Shareholders and the holders of Aeterna Zentaris Adjusted Warrants immediately prior to the Effective Time pursuant to the terms and conditions of the Aeterna Zentaris New Warrant Agreement, as reflected in the Plan of Arrangement.

“ Aeterna Zentaris Non-Participating Director ” means Gilles Gagnon, who was not present during the deliberations concerning the approval of the Aeterna Zentaris Board Recommendation as required by, and in accordance with, the CBCA, due to his role as Chief Executive Officer and a director of Ceapro.

“ Aeterna Zentaris Options ” means the outstanding options to purchase Aeterna Zentaris Shares granted under or otherwise subject to the Aeterna Zentaris Stock Option Plans.

“ Aeterna Zentaris Products ” means the products disclosed to Ceapro and any other products or services that since January 1, 2021 have been manufactured or commercialized or otherwise distributed by, or have been the subject of human clinical trials sponsored by, Aeterna Zentaris or any of its subsidiaries or, under the authority of the license granted by Aeterna Zentaris or its subsidiaries, their respective licensees.

“ Aeterna Zentaris Resolutions ” means (i) the ordinary resolutions approving the issuance of the Consideration Shares, the Aeterna Zentaris New Warrants and the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants and Replacement Options, (ii) the ordinary resolution appointing Ronald W. Miller, Ulrich Kosciessa, Geneviève Foster and William Li to the Aeterna Zentaris Board, and (iii) the special resolutions approving the Aeterna Zentaris Name Change and the Aeterna Zentaris Share Consolidation, such resolutions to be considered and, if thought advisable, passed by the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting;

“ Aeterna Zentaris Share Consolidation ” means the consolidation of the issued and outstanding Aeterna Zentaris Shares on the basis of one post-consolidation Aeterna Zentaris Share for every three to four pre-consolidation Aeterna Zentaris Shares, with the exact number of pre-consolidation Aeterna Zentaris Shares to be determined by the Aeterna Zentaris Board.

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“ Aeterna Zentaris Shareholder Approval ” means the approval of the ordinary resolutions approving the issuance of the Consideration Shares, the Aeterna Zentaris New Warrants and the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants and the Replacement Options, and of the ordinary resolution appointing Ronald W. Miller, Ulrich Kosciessa, Geneviève Foster and William Li as directors of Aeterna Zentaris by a majority of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting and the approval of the special resolutions approving the Aeterna Zentaris Name Change and the Aeterna Zentaris Share Consolidation by at least 66 2/3% of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting.

“ Aeterna Zentaris Shareholders ” means the holders of Aeterna Zentaris Shares.

“ Aeterna Zentaris Shares ” means the common shares in the authorized share structure of Aeterna Zentaris, as currently constituted.

“ Aeterna Zentaris Special Committee ” means the special committee of the Aeterna Zentaris Board comprised of independent directors.

“ Aeterna Zentaris Stock Option Plans ” means the Aeterna Zentaris LTIP and the 2016 second amended and restated stock option plan of Aeterna Zentaris, as amended from time to time.

“ Aeterna Zentaris Supporting Parties ” means each Person that has executed a Ceapro Lock-Up Agreement, being each of the directors and executive officers of Aeterna Zentaris.

“ Aeterna Zentaris Termination Fee ” has the meaning set forth under the heading “ The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees ”.

“ Aeterna Zentaris Termination Fee Event ” has the meaning set forth under the heading “ The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees ”.

“ Aeterna Zentaris Transaction Regulatory Documents ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Covenants of Ceapro Relating to the Arrangement ”.

“ Aeterna Zentaris Warrant Agent ” means Computershare Trust Company of Canada, appointed as warrant agent for the Aeterna Zentaris New Warrants pursuant to the terms of the Aeterna Zentaris New Warrant Agreement.

“ Aeterna Zentaris Warrants ” means the outstanding warrants to purchase Aeterna Zentaris Shares.

“ AGHD ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Business Overview ”.

“ allowable capital loss ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

“ Annual Financial Statements ” means the Company’s audited consolidated financial statements for the years ended December 31, 2022 and 2021.

“ Annual MD&A ” means the Company’s management’s discussion & analysis for the years ended December 31, 2022 and 2021.

“ Applicable Laws ” means any domestic or foreign, federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity, and any terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, that is binding upon or applicable to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities, and, without limiting the foregoing, includes Canadian Securities Laws and U.S. Securities Laws.

“ Arm’s Length ” has the meaning ascribed thereto in the Tax Act.

“ Arrangement ” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement attached as Appendix B, subject to any amendments, variations or modifications thereto made in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement or at the direction of the Court in the Interim Order, Final Order or otherwise provided that any such amendments, variations or modifications are consented to by Ceapro and Aeterna Zentaris, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement between the Parties dated December 13, 2023, as amended on January 16, 2024, as the same may be further amended, supplemented or restated from time to time in accordance with the terms thereof.

“ Arrangement Filings ” means the filings in respect of the Arrangement required under Section 192 of the CBCA to be sent to the Director for filing after the Final Order has been obtained.

“ Arrangement Resolution ” means the special resolution of the Securityholders approving the Arrangement to be considered at the Meeting, substantially in the form set forth in Appendix A, and any amendment or variation thereto made in accordance with the provisions of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the prior written consent of the Parties, each acting reasonably.

“ Avenanthramides Agreement ” has the meaning set forth in Appendix F under the heading “ Ceapro Overview – Business Overview – Intangile Properties ”.

“ Bid Price Rule ” means the Nasdaq listing requirements under Nasdaq Listing Rules 5505(a) and (b) which require, among other things, that listed securities of Aeterna Zentaris have a minimum bid price of US$4.00 per share or a minimum closing price of US$2.00 to US$3.00 per share, with the specific requisite price based on the satisfaction of certain financial and liquidity requirements set forth in such rules.

“ Blakes ” means Blake, Cassels & Graydon LLP.

“ Board ” means the board of directors of Ceapro, as may be constituted from time to time.

“ Board Recommendation ” means the recommendation of all of the members of the Board (other than the NonParticipating Director), upon the unanimous recommendation of the Special Committee, that Securityholders vote in favour of the Arrangement Resolution.

“ Broadridge ” has the meaning set forth under the heading “ General Proxy Matters – Appointment of Proxies ”.

“ Business Day ” means any day, other than a Saturday, a Sunday or any day that is a civic holiday in or on which major banking institutions in (i) Montreal, Quebec, (ii) Toronto, Ontario, (iii) Edmonton, Alberta, or (iv) New York, New York are required by Law to be closed for business.

“ Canada-US Tax Treaty ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dividends on Consideration Shares ”.

“ Canadian Securities Laws ” means applicable Canadian provincial securities laws.

“ CBCA ” means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time, and includes any successor thereto.

“ Ceapro ” or the “ Company ” means Ceapro Inc., a corporation amalgamated under the CBCA.

“ Ceapro Annual Report ” has the meaning set forth in Appendix F under the heading “ Documents Incorporated by Reference ”.

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“ Ceapro Change in Recommendation ” has the meaning set forth under the heading “ The Arrangement Agreement – Termination of the Arrangement Agreement ”.

“ Ceapro Documents ” has the meaning set forth in Appendix F under the heading “ Documents Incorporated by Reference ”.

“ Ceapro IP ” means: (a) all Intellectual Property relating to the Ceapro Products in which Ceapro or any of its subsidiaries have or purport to have an ownership interest; and (b) all other Intellectual Property which Ceapro or any of its subsidiaries use and exploit in connection with the manufacture, use, testing, sale, licence or other commercialization of the Ceapro Products.

“ Ceapro Lock-Up Agreements ” means the lock-up agreements between Ceapro and the Aeterna Zentaris Supporting Parties.

“ Ceapro Management Information Circular ” has the meaning set forth in Appendix F under the heading “ Documents Incorporated by Reference ”.

“ Ceapro Material Adverse Effect ” means, in respect of Ceapro, any change, event, effect, state of facts, condition, circumstance, development or occurrence that is, or could reasonably be expected to be, either individually or in the aggregate with other such changes, events, developments or occurrences, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (including any contingent liabilities), operations or results of operations of Ceapro and its subsidiaries, taken as a whole, other than any change, event, development or occurrence resulting from or relating to:

(i) the announcement of the execution of the Arrangement Agreement or the transactions contemplated thereby;
(ii) any actions taken (or omitted to be taken) by a Party that are required by the Arrangement Agreement or upon the written request or with the written consent of any other Party;
(iii) the failure in and of itself of Ceapro to meet any internal or published projections, forecasts or guidance or estimates of revenues, earnings or cash flows of Ceapro or of any securities analysts, it being understood that the causes underlying such failure may be taken into account in determining whether a Ceapro Material Adverse Effect has occurred to the extent not otherwise excepted by another clause of this definition;
(iv) any change in global, national or regional political conditions (including strikes, lockouts or riots), economic, business, banking, currency exchange, interest rate or inflationary conditions or financial or, capital market conditions, in each case whether national or global;
(v) any natural or man-made disaster or act of God (including the commencement, continuation or worsening of any state of emergency, pandemic (including any worsening of the COVID-19 pandemic), epidemic, disease outbreak or other health crisis or public health event), war, armed hostilities or acts of terrorism;
(vi) any adoption, proposal, implementation or other changes in applicable Laws, or interpretation of Laws by Governmental Entities, including any Laws with respect to Taxes, IFRS or regulatory accounting requirements, in each case after the date of the Arrangement Agreement;
(vii) any regulatory, preclinical or clinical, competitive, pricing, reimbursement or manufacturing change, occurrence, or effect relating to or affecting any product or product candidate competitive with any Ceapro Product;
(viii) any changes, developments or conditions affecting the global pharmaceutical industry generally; and
(ix) any decrease in the market price or any decline in the trading volume of the equity securities of Ceapro (it being understood that the causes or facts underlying such change in trading price or trading volume may be taken into account in determining whether a Ceapro Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition);
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provided, however, that in the case of clauses (iv), (v), (vi), (vii) and (viii) such event, change, development or occurrence does not have a disproportionate adverse effect on the business of Ceapro and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in the industry in which it operates.

“ Ceapro Products ” means the products disclosed to Aeterna Zentaris and any other products or services that since January 1, 2021 have been manufactured or commercialized or otherwise distributed by, or have been the subject of human clinical trials sponsored by, Ceapro or any of its subsidiaries or, under the authority of a license granted by Ceapro or its subsidiaries, their respective licensees.

“ Ceapro Securityholder Approval ” means the approval of the Arrangement Resolution by: (i) at least 66[2/3] % of the votes cast by the Shareholders, present virtually or represented by proxy at the Meeting; and (ii) at least 66[2/3] % of the votes cast by the Shareholders and the Optionholders present virtually or represented by proxy at the Meeting, voting together as a single class.

“ Ceapro Supporting Parties ” means each Person that has executed an Aeterna Zentaris Lock-Up Agreement, being each of the directors and executive officers of Ceapro.

“ Ceapro Termination Fee ” has the meaning set forth under the heading “ The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees ”.

“ Ceapro Termination Fee Event ” has the meaning set forth under the heading “ The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees ”.

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA giving effect to the Articles of Arrangement and the Plan of Arrangement in accordance with Section 262 of the CBCA.

“ CGHD ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Business Overview ”.

“ Change in Recommendation ” means, in respect of Aeterna Zentaris, an Aeterna Zentaris Change in Recommendation and in respect of Ceapro, a Ceapro Change in Recommendation.

“ Circular ” means this management information circular, including all appendices, any information incorporated by in reference in such management information circular and the Notice of Meeting and Instrument of Proxy, to be mailed or otherwise distributed by Ceapro in respect of the Meeting, as may be amended, supplemented or otherwise modified from time to time in accordance with Applicable Laws.

“ Conditional Nominees ” means Ronald W. Miller, Ulrich Kosciessa, Geneviève Foster and William Li.

“ Confidentiality Agreement ” means the confidentiality agreement between Ceapro and Aeterna Zentaris dated December 15, 2022, as it may be amended from time to time in accordance with its terms.

“ Consideration ” means the consideration to be received pursuant to the Plan of Arrangement in respect of each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares in respect of which Dissent Rights have been validly exercised), consisting of such number of Consideration Shares as is equal to the Exchange Ratio.

“ Consideration Shares ” means the Aeterna Zentaris Shares to be issued to the Shareholders pursuant to the Plan of Arrangement.

“ Consilient Health ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Commercialization Program ”.

“ Consultant ” has the meaning set forth under the heading “ The Arrangement – Interests of Certain Persons in the Arrangement – Employment Agreements ”.

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“ Contract ” means any contract, agreement, license, franchise, lease, arrangement or other contractual right or obligation, whether verbal or written, to which a Party or any of its subsidiaries is a party or by which it or any of its subsidiaries is legally bound or affected or to which any of their respective properties or assets is subject.

“ Controller ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Eligibility for Investment ”.

“ Court ” means the Court of King’s Bench of Alberta.

“ CRA ” means the Canada Revenue Agency.

“ Depositary ” means Computershare Investor Services Inc. or such other depositary as may be agreed upon by the Parties, acting reasonably.

“ DETECT-trial ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Clinical Program ”.

“ Director ” means the director appointed under section 260 of the CBCA.

“ Dissent Notice ” means a written notice of dissent to be provided by a Dissenting Shareholder to the Company to exercise Dissent Rights.

“ Dissent Rights ” means the rights of Shareholders to dissent in respect of the Arrangement described in the Plan of Arrangement.

“ Dissent Shares ” means the Shares of each Dissenting Shareholder.

“ Dissenting Shareholder ” means a Registered Shareholder who dissents in respect of the Arrangement in strict compliance with the Dissent Rights, has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such Shareholder, as applicable, and who is ultimately entitled to be paid fair value for its Shares.

“ DRS Advice ” means direct registration system advice.

“ EDGAR ” means the Electronic Data Gathering, Analysis, and Retrieval filing system.

“ Effective Date ” means the date upon which the Arrangement becomes effective, being the date shown on the Certificate of Arrangement.

“ Effective Time ” means the time on the Effective Date that the Arrangement becomes effective, as set out in the Plan of Arrangement.

“ Eligible Institution ” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).

“ EMA ” means the European Medicines Agency.

“ Endoceutics ” has the meaning set forth in Appendix H under the heading “ Directors and Executive Officers ”.

“ ER-Kim ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Commercialization Program ”.

“ Exchange Ratio ” means 0.09439 of an Aeterna Zentaris Share for each Share.

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“ Fairness Opinion ” means the fairness opinion delivered by the Financial Advisor to the Board on December 14, 2023, to the effect that, as of the date thereof, the Exchange Ratio is fair, from a financial point of view, to the Securityholders, a copy of which is attached as Appendix C.

“ FDA ” means the U.S. Food and Drug Administration.

“ First Preferred Shares ” has the meaning set forth in Appendix G under the heading “ Description of Share Capital ”.

“ Final Order ” means the final order of the Court approving the Arrangement pursuant to Section 192 of the CBCA after a hearing upon the fairness of the terms and conditions of the Arrangement, which shall include such terms as may be necessary or appropriate to give effect to the Plan of Arrangement, as such order may be amended, modified or varied by the Court at any time prior to the Effective Date (or if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal), in a form acceptable to Ceapro and Aeterna Zentaris, each acting reasonably.

“ Financial Advisor ” means Bloom Burton Securities Inc., financial advisor to the Special Committee.

“ Foreign Tax Credit Regulations ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations – Foreign Tax Credits and Limitations ”.

“ Former Shareholders ” means the Shareholders immediately prior to the Effective Time.

“ forward-looking information ” has the meaning set forth under the heading “ Cautionary Statement Regarding Forward-Looking Information ”.

“ GHD ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Commercialization Program ”.

“ Governmental Entity ” means any applicable: (a) international, multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public body, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock or securities exchange or quotation system.

“ Holder ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations ”.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board from time to time.

“ Instrument of Proxy ” means the instrument of proxy accompanying the Circular sent to Securityholders in respect of the Meeting.

“ Intellectual Property ” means all intellectual property rights in any jurisdiction, whether registered or unregistered, in and to all: (i) issued patents (including design patents and utility patents), applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) designs, design registrations, design registration applications; (v) trade names, business names, corporate names, trademarks, service names, service marks, logos, emblems, signs, brand names, brand marks, insignia, certification marks, trade dress, trade names, industrial designs, and the goodwill associated with any of the foregoing; (vi) websites, including all content, data and information contained thereon or supporting the functionality thereof, domain name registrations, website names and world wide web addresses; (vii) software, technology, code, data, programs and technical

information; and (viii) all moral rights, rights of publicity and other intellectual property and proprietary rights of a similar nature.

“ Interim Financial Statements ” means the Company’s unaudited condensed interim consolidated financial statements for the first quarter ended March 31, 2023 and 2022.

“ Interim MD&A ” means the Company’s management’s discussion and analysis for the first quarter ended March 31, 2023 and 2022.

“ Interim Order ” means the interim order of the Court pursuant to Section 192(4) of the CBCA made in connection with the Arrangement in a form acceptable to Ceapro and Aeterna Zentaris, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as the same may be amended, supplemented or varied by further order of the Court, with the consent of Ceapro and Aeterna Zentaris, each acting reasonably.

“ Interim Period ” means the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms.

“ Intermediary ” means a Non-Registered Shareholder’s broker, custodian, nominee or other intermediary under which the Shares are registered.

“ IRS ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations ”.

“ J&J ” has the meaning set forth in Appendix F under the heading “ Recent Developments ”.

“ Law ” or “ Laws ” means all laws (including common law), by-laws, statutes, rules (including the rules and regulations of any stock or securities exchange or quotation system), regulations, principles of common law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, including any Permit, and to the extent that they have the force of law, policies, standards, practices, guidelines and protocols of any Governmental Entity and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, assets, property or securities and emanate from a Person having jurisdiction over the Party or Parties or its or their business, undertaking, assets, property or securities.

“ Letter of Transmittal ” means the letter of transmittal provided to the Registered Shareholders, to be completed by such Shareholders in order to receive the Consideration payable to them pursuant to the Arrangement.

“ Liens ” means any hypothec, mortgage, pledge, assignment, lien, charge, security interest, encumbrance, adverse right or claim, pre-emptive right or right of first refusal or other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“ mark-to-market election ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Mark-to-Market Election ”.

“ Material Contracts ” means, in respect of either Party, any Contract: (i) which, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have an Aeterna Zentaris Material Adverse Effect or Ceapro Material Adverse Effect, as applicable; (ii) under which such Party or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of US$70,000; (iii) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of US$70,000; (iv) providing for the establishment, organization or formation of any partnership or joint venture, including any joint development agreement or program agreement, or any similar Contract; (v) under which such Party or any of its subsidiaries is obligated to make or expects to receive payments in excess of US$70,000; (vi) that limits or restricts such Party or any of its subsidiaries from engaging in any line of business or any geographic area, or from making, selling or distributing any products or services, in any material respect; (vii) that is a capital lease or other lease or other Contract

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relating to tangible personal property providing for annual rental payments in excess of US$70,000; (viii) that is a lease or other Contract in respect of real property; (ix) under which such Party is, or may become, obligated to pay any amount in respect of indemnification obligations, purchase price adjustment or otherwise in connection with any (a) acquisition or disposition of assets or securities (other than the sale of inventory in the ordinary course of business), (b) merger, consolidation or other business combination or (c) series or group of related transactions or events of the type specified in the immediately preceding clauses (a) and (b); (x) under which any other Person has guaranteed any debt of such Party; (xi) under which such Party is, or may become, obligated to incur or pay any change of control, termination, severance or any other similar payments or special compensation obligations which would become payable by reason of the Arrangement Agreement or the transactions contemplated hereby; (xii) that is a profit sharing, equity option, equity purchase, equity appreciation, deferred compensation, change of control, termination, severance or other plan or arrangement for the benefit of such Party’s current or former directors, shareholders, officers or employees, consultants or independent contractors; (xiii) in respect of any settlement, conciliation or similar arrangement or obligation imposing an obligation on such Party after the Effective Date; (xiv) relating to any Aeterna Zentaris IP or Ceapro IP; (xv) providing for any exclusivity, “most favoured nation” or most favoured customer provision, call or put option, preferential right or rights of first or last offer; or (xvi) that is otherwise material to such Party and its subsidiaries, considered as a whole.

“ Meeting ” means the special meeting of the Securityholders to be held on March 12, 2024, including any adjournment or postponement in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider and approve, with or without variation, the Arrangement Resolution.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.

“ Misrepresentation ” has the meaning ascribed thereto in the Securities Act.

“ Name Change ” means the proposed name change of Aeterna Zentaris.

“ Morrow Sodali ” has the meaning set forth under the heading “ General Proxy Matters – Solicitation of Proxies ”.

“ MST ” means Mountain Standard Time.

“ Nasdaq ” means the Nasdaq Capital Market.

“ NI 45-102 ” means National Instrument 45-102 – Resale of Securities.

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees.

“ NI 54-101 ” means National Instrument 54-10 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

“ NK ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Commercialization Program ”.

“ Non-Participating Director ” means Gilles Gagnon, who was not present during the deliberations of the Board as required by, and in accordance with, the CBCA, due to his role as a director of Aeterna Zentaris.

“ Non-Registered Shareholder ” means Shareholders who do not hold their Shares in their own name and for which such Shares are registered under the name of an Intermediary.

“ Non-Resident Holder ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada ”.

“ Notice of Meeting ” means the notice of special meeting of Shareholders and Optionholders dated February 9, 2024, distributed by Ceapro in respect of the Meeting.

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“ Notice of Originating Application ” means the notice of originating application by Ceapro to the Court for the Final Order, which accompanies this Circular.

“ Novo ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Commercialization Program ”.

“ Novo Amendment ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Commercialization Program ”.

“ Offer to Purchase ” has the meaning set forth under the heading “ Dissent Rights – Dissent Rights and Consideration for Dissent Shares ”.

“ Option In-The-Money Amount ” in respect of an Option, means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the aggregate Shares that a holder is entitled to acquire on exercise of such Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Shares.

“ Option Plan ” means the 2023 amended and restated stock option plan of Ceapro approved by the Shareholders on June 6, 2023, as amended from time to time.

“ Optionholders ” means the holders of Options.

“ Options ” means the outstanding options to purchase Shares granted under or otherwise subject to the Option Plan.

“ OTCQX ” means the OTCQX® Best Market operated by the OTC Markets Group Inc.

“ Outside Date ” means June 14, 2024, or such later date as may be agreed to in writing by the Parties.

“ Parties ” means, Ceapro and Aeterna Zentaris, and “ Party ” means any one of them.

“ Payor ” has the meaning set forth under the heading “ Dissent Rights – Dissent Rights and Consideration for Dissent Shares ”.

“ PCAOB ” means the Public Company Accounting Oversight Board (United States).

“ Permit ” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of or from any Governmental Entity.

“ Person ” means any person and includes an individual, corporation, limited liability company, partnership, syndicate, sole proprietorship, association, body corporate, trust, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

“ PFIC ” means a “passive foreign investment company” as defined in Section 1297 of the U.S. Tax Code.

“ PFIC Rules ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – Consequences of PFIC Status ”.

“ PGX ” has the meaning set forth in Appendix F under the heading “ Ceapro Overview – Business Overview ”.

“ PGX Agreement ” has the meaning set forth in Appendix F under the heading “ Ceapro Overview – Business Overview – Intangible Properties ”.

“ Pharmanovia ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Business Overview ”.

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“ PIP ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Clinical Program ”.

“ PK/PD ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Macimorelin Clinical Program ”.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form and on the terms set out in Appendix B, and any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or Section 5.01 of the Plan of Arrangement or made at the direction of the Court with the consent of Ceapro and Aeterna Zentaris, each acting reasonably.

“ Preferred Shares ” has the meaning set forth in Appendix G under the heading “ Description of Capital Structure – Share Capitalization ”.

“ Pro Forma Financial Statements ” has the meaning set forth in Appendix H under the heading “ Unaudited Pro Forma Financial Statements ”.

“ Proposed Agreement ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Superior Proposal ”.

“ Proposed PFIC Regulations ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations – U.S. Federal Income Tax Consequences of the Arrangement – Application of the PFIC Rules to the Arrangement ”.

“ Proposed Transaction ” has the meaning set forth under the heading “ The Arrangement – Background to the Arrangement ”.

“ QEF ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – QEF Election ”.

“ QEF Allocation Rules ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Considerations – QEF Election ”.

“ Record Date ” has the meaning set forth under the heading “ Voting Securities and Principal Holders – Record Date ”.

“ Registered Plan ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Eligibility for Investment ”.

“ Registered Securityholders ” means, collectively, the Optionholders and Registered Shareholders.

“ Registered Shareholder ” means a registered Shareholder who is in possession of a physical Share certificate or who is entitled to receive a physical Share certificate and whose name and address are recorded in the Company’s Shareholders’ register maintained by Computershare Investor Services Inc..

“ Regulation S ” means Regulation S adopted by the SEC pursuant to the U.S. Securities Act.

“ Regulatory Approvals ” means those sanctions, rulings, consents, orders, exemptions, Permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made), waivers, early terminations, authorizations, clearances, or written confirmations of no intention to initiate legal proceedings from Governmental Entities, in each case required to consummate the transactions contemplated by the Arrangement Agreement, but excluding the approval of the Arrangement by the Court, as set forth in Schedule F of the Arrangement Agreement.

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“ Regulatory Authority ” means the FDA, EMA, Health Canada, and any other applicable Governmental Entity responsible for the oversight and/or approval of the research, development, clinical trials and/or commercialization of pharmaceutical or medicinal products of Aeterna Zentaris, Ceapro or any of their subsidiaries, as applicable.

“ Replacement Option ” means an option to purchase Aeterna Zentaris Shares granted by Aeterna Zentaris in exchange for Options at the Effective Time pursuant to the Plan of Arrangement.

“ Replacement Option In-The-Money Amount ” in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the aggregate Aeterna Zentaris Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such Aeterna Zentaris Shares.

“ Representatives ” means, collectively, in respect of a Person (a) its directors, officers, employees, agents, representatives and any financial advisor, law firm, accounting firm or other professional firm retained to assist the Person in connection with the transactions contemplated in the Arrangement Agreement, and (b) its affiliates and subsidiaries and the directors, officers, employees, agents and representatives and advisors thereof.

“ Resident Holder ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada ”.

“ Response Period ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Superior Proposal ”.

“ Restricted Share Unit Plan ” has the meaning set forth in Appendix F under the heading “ Executive Compensation Statement – Incentive Plans ”.

“ Resulting Issuer ” means Aeterna Zentaris after giving effect to the Arrangement.

“ Returns ” means all reports, forms, elections, designations, information statements and returns (whether in tangible, electronic or other form) including any amendments, schedules, attachments, supplements, appendices and exhibits thereto relating to, or required to be filed or prepared in connection with any Taxes.

“ SEC ” means the United States Securities and Exchange Commission.

“ Second Preferred Shares ” has the meaning set forth in Appendix G under the heading “ Description of Share Capital ”.

“ Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

“ Securities ” means, collectively, the Shares and the Options.

“ Securities Act ” means the Securities Act (Alberta) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“ Securities Laws ” means the Securities Act, U.S. Securities Laws and any other applicable Canadian provincial and United States securities laws, rules, orders, notices, promulgations and regulations and published policies thereunder.

“ Securityholders ” means, collectively, the Shareholders and the Optionholders.

“ SEDAR+ ” means the System for Electronic Data Analysis and Retrieval + and includes any predecessors thereto.

“ SEDI ” means the System for Electronic Disclosure by Insiders.

“ Service Agreement ” has the meaning set forth under the heading “ The Arrangement – Interests of Certain Persons in the Arrangement – Employment Agreements ”.

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“ Shareholders ” means the holders of Shares.

“ Shares ” means the common shares in the authorized share structure of Ceapro.

“ Solicited Party ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – NonSolicitation ”.

“ Special Committee ” means the special committee of the Board comprised of independent directors.

“ Stock Exchange Approvals ” means (i) the conditional approval of the TSXV of the Arrangement; and (ii) the conditional approval of the TSX and the approval of the Nasdaq of the listing or continued listing of the Aeterna Zentaris Shares on the TSX and the Nasdaq, respectively, including all the outstanding Aeterna Zentaris Shares, the Consideration Shares and the Aeterna Zentaris Shares underlying the Aeterna Zentaris Options, the Replacement Options, the Aeterna Zentaris Warrants, and the Aeterna Zentaris New Warrants, including to the extent required by the Nasdaq listing rules, the approval by the Nasdaq of the initial listing of Aeterna Zentaris following consummation of the Arrangement.

“ Study P01 ” has the meaning set forth in Appendix G under the heading “ Aeterna Zentaris Overview – Recent Developments – Macimorelin Clinical Program ”.

“ subsidiary ” means, with respect to any specified Person, any other Person of which such specified Person will, directly or indirectly through one or more subsidiaries, (a) own at least 50% of the outstanding shares, (b) hold at least 50% of the partnership, limited liability company, joint venture or similar interests, or (c) be a general partner, managing member or joint venturer.

“ Superior Proposal ” means any unsolicited bona fide Acquisition Proposal made after the date of the Arrangement Agreement to acquire, directly or indirectly, by any means of an acquisition, take-over bid, amalgamation, plan or arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, not less than all of the outstanding Shares or the Aeterna Zentaris Shares, as applicable (other than the Shares or the Aeterna Zentaris Shares, as applicable, beneficially owned by the Person or group of Persons making such Acquisition Proposal), or all or substantially all of the assets of Ceapro and its subsidiaries or Aeterna Zentaris and its subsidiaries, as applicable, on a consolidated basis, made in writing by a Person or group of Persons acting jointly or in concert with one another, who deals at Arm’s Length to Ceapro or Aeterna Zentaris, as applicable, that in the good faith determination of the Board (other than the Non-Participating Director) or the Aeterna Zentaris Board (other than the Aeterna Zentaris Non-Participating Director), as applicable, after receiving advice from its outside financial advisor and legal counsel: (i) is reasonably capable of being completed in accordance with its terms without undue delay relative to the Arrangement, taking into account all legal, financial, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal and their respective affiliates; (ii) is not subject to a due diligence or access condition or any financing contingency and in respect of which adequate arrangements have been made to ensure that the required consideration will be available; (iii) did not result from a breach of Section 7.1 [NonSolicitation] of the Arrangement Agreement, by the Solicited Party or its Representatives; (iv) in the case of a transaction that involves the acquisition of Shares or Aeterna Zentaris Shares, is made available to all Shareholders or Aeterna Zentaris Shareholders, as applicable, on the same terms and conditions; (v) the failure to recommend such Acquisition Proposal to the Shareholders or the Aeterna Zentaris Shareholders, as applicable, would be inconsistent with the Board’s or Aeterna Zentaris Board’s fiduciary duties, taking into account all legal, financial, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal and their respective affiliates; (vi) complies with Securities Laws in all material respects; (vii) was not made in breach of any confidentiality, standstill, use, business purpose or similar restriction applicable to the Solicited Party and the party making the Acquisition Proposal, provided such requirement shall not apply to a person whose standstill obligations terminated automatically upon the entering into and announcement of the Arrangement Agreement or, in the case of an Acceptable Confidentiality Agreement, where the Acquisition Proposal did not result from a material breach of such restriction contained in the Acceptable Confidentiality Agreement or the board of directors has consented to the release of such restrictions in a manner that does not violate the Arrangement Agreement; (viii) the terms of such Acquisition Proposal provide that the Person making such Acquisition Proposal shall guarantee or otherwise provide Ceapro or Aeterna Zentaris the cash required to pay the Aeterna Zentaris Termination Fee or the Ceapro Termination Fee, as applicable, on or before the date such termination fee becomes payable; and (ix) taking into account all of the terms and conditions

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of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of noncompletion), would result in a transaction more favourable to Shareholders or Aeterna Zentaris Shareholders, as applicable, taken as a whole, from a financial point of view, than the Arrangement (after taking into account any adjustment to the terms and conditions of the Arrangement proposed by the other Party pursuant to paragraph (b) of Section 7.3 [Superior Proposals] of the Arrangement Agreement) and is in the best interests of Ceapro or Aeterna Zentaris, as applicable.

“ Superior Proposal Notice ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Superior Proposal ”.

“ Symrise Agreement ” has the meaning set forth in Appendix F under the heading “ Recent Developments ”.

“ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder.

“ Tax Proposal ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations ”.

“ taxable capital gain ” has the meaning set forth under the heading “ Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

“ Taxes ” in respect of a Party means: (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment taxes, unemployment insurance, disability taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, Canada and other government pension plan premiums or contributions and other governmental charges and other obligations of the same or of a similar nature to any of the foregoing, which such Party or any of its subsidiaries is required to pay, withhold or collect, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another Person’s Taxes as a transferee or successor, by contract or otherwise.

“ Terminating Party ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Notification of Proposals ”.

“ Terminating Party Meeting ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Superior Proposal ”.

“ Third-Party Proxyholder ” means a Person, other than the management nominees set forth in the Instrument of Proxy or voting instruction form as proxyholder, appointed by a Securityholder to act as proxyholder to attend, participating and vote at the Meeting on such Securityholder’s behalf, and includes Non-Registered Shareholders who wish to appoint themselves as proxyholder.

“ Transactions ” has the meaning set forth under the heading “ The Arrangement Agreement – Covenants – Covenants of Ceapro Relating to the Arrangement .

“ Treasury Regulations ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations ”.

“ TSX ” means the Toronto Stock Exchange.

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“ TSXV ” means the TSX Venture Exchange.

“ UK ” means the United Kingdom.

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated from time to time thereunder.

“ U.S. Holder ” has the meaning set forth under the heading “ Principal U.S. Federal Income Tax Considerations ”.

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

“ U.S. Securities Laws ” means the U.S. Securities Act, the U.S. Exchange Act and all other applicable state securities Laws.

“ U.S. Tax Code ” means the United States Internal Revenue Code of 1986, as amended.

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FREQUENTLY ASKED QUESTIONS

These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Securities. All capitalized terms used herein have the meanings set forth under the heading “Glossary of Terms” of this Circular.

General Questions

Q: When and where is the Meeting?

A: The Meeting will be held at 9:00 a.m. (MST) on March 12, 2024, virtually via live audio webcast online at www.virtualshareholdermeeting.com/CZO2024SM. Online check-in will begin at 8:45 a.m. (MST), and we encourage you to allow ample time for the online check-in procedures.

See “ General Proxy Matters – Time and Location of the Meeting ”.

Q: How do I attend and participate in the Meeting?
A: The Company is holding the Meeting in a virtual-only format, which will be conducted via live webcast. Securityholders will not be able to attend the Meeting in person. In order to attend, participate or vote at the Meeting (including for asking questions at the Meeting), Securityholders need to visit www.virtualshareholdermeeting.com/CZO2024SM and log in using the 16-digit control number included either on your Instrument of Proxy or voting instruction form, that accompanied your proxy materials, as applicable.

The Company is holding the Meeting in a virtual-only format in order to provide Securityholders with an equal opportunity to attend and participate at the Meeting regardless of their geographic location or the particular constraints or circumstances that they may face.

Only Registered Securityholders and duly appointed proxyholders will be able to participate and vote at the Meeting online at www.virtualshareholdermeeting.com/CZO2024SM.

Guests will be able to attend the Meeting through the live webcast, by joining the webcast as a guest on www.virtualshareholdermeeting.com/CZO2024SM. They will not be able to submit questions or vote.

If you virtually attend the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

See “ General Proxy Matters – Attending and Participating in the Meeting ”

Registered Securityholders

Log into www.virtualshareholdermeeting.com/CZO2024SM, enter the 16-digit control number included on your Instrument of Proxy into the “Shareholder Login” section and click “Join Meeting”. If, as a Registered Securityholder, you are using your control number to login to the Meeting and you have previously voted, you do not need to vote again when the polls open. By voting at the Meeting, you will revoke your previous voting instructions received prior to the voting deadline.

See “ General Proxy Matters – Registered Shareholders ”.

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Duly appointed proxyholders

If you have been appointed as Third-Party Proxyholder for a Registered Securityholder or Non-Registered Shareholder, or if you are a Non-Registered Shareholder and have duly appointed yourself as proxyholder, you can access the Meeting, and participate and vote at the Meeting during the live audio webcast, by logging into www.virtualshareholdermeeting.com/CZO2024SM, entering the Appointee Name and the 8-character Appointee Identification Number exactly as it was provided and click on “Submit”.

See “ General Proxy Matters – Appointment of Proxies ”.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of the Company. This Circular is furnished in connection with such solicitation. The solicitation of proxies for the Meeting will be made primarily by mail. Proxies may also be solicited personally, by telephone or other means of communication and by directors, officers, employees and/or agents of the Company, including Morrow Sodali, who has been retained as proxy solicitation agent in connection with the Meeting.

If you have questions or need assistance completing your Instrument of Proxy or voting instruction form, please contact Morrow Sodali , at (800) 662-5200 toll free in North America, or call outside North America at (203) 658-9400, or by email at [email protected].

See “ General Proxy Matters – Solicitation of Proxies ”.

Q: Who can attend and vote at the Meeting?

A: Only Registered Securityholders as of the Record Date and duly appointed proxyholders are entitled to receive notice of, virtually attend, participate and vote at the Meeting or any postponement or adjournment thereof. Guests, including Non-Registered Shareholders who have not duly appointment themselves as proxyholders, are welcome to virtually attend and view the webcast, but will be unable to participate or vote at the Meeting.

See “ General Proxy Matters – Attending and Participating in the Meeting ”.

Q: What constitutes a quorum?

A: A quorum for the transaction of business at the Meeting is present if at least two persons who, together, hold or represent by proxy not less than 5% of the votes attaching to the outstanding Shares entitled to vote at the Meeting, are present virtually or represented by proxy. In the event that a quorum is not present at the time fixed for the Meeting, the Meeting shall stand adjourned to the next Business Day at the same time. No notice of the adjourned Meeting shall be required and, if at such adjourned Meeting a quorum is not present, the Securityholders present and entitled to vote at such adjourned Meeting virtually or represented by proxy shall constitute quorum for all purposes.

See “ General Proxy Matters – Quorum ”.

Q: How many Securities are entitled to vote?

A: There are 78,293,177 Shares and 2,878,666 Options entitled to vote at the Meeting or any adjournment or postponement thereof. You are entitled to one vote for each Security that you own.

See “ Voting Securities and Principal Holders – Voting Securities ”.

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Q: How do I vote my Securities?

A: You should carefully read and consider the information contained in this Circular. Registered Securityholders and duly appointed proxyholders may vote on matters presented at the Meeting in any of the following ways:
Virtually . You may vote by completing a ballot online during the Meeting. Securityholders need to visit www.virtualshareholdermeeting.com/CZO2024SM and log in using the 16-digit control number included on your Instrument of Proxy.
Via the Internet . You may vote through the internet by going to www.proxyvote.com, entering the 16digit control number found on the Instrument of Proxy and following the instructions .
Via Mail . You may vote by dating, signing and returning the Instrument of Proxy to Broadridge. To be valid, completed Instruments of Proxy must be dated, signed and deposited with Broadridge by mail to: Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario L3R 9Z9 .

See “ General Proxy Matters – Registered Shareholders ”.

Q: If my Shares are held by an Intermediary, will such Person vote Shares for me?
A: An Intermediary will vote the Shares held by you only if you provide instructions to such Intermediary on how to vote or which election to make. If you fail to give proper instructions, those Shares will not be voted on your behalf. If you are a Non-Registered Shareholder and wish to participate or vote at the Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.

See “ General Proxy Matters – Non-Registered Shareholders ”.

Q: What is the deadline to receive proxies?
A: The proxy deadline is at 9:00 a.m. (MST) on March 8, 2024, or in case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the adjournment or postponement thereof.

See “ General Proxy Matters – Appointment of Proxies ”.

Q: How do I appoint a Third-Party Proxyholder?
A: Registered Securityholders who wish to appoint another person (other than the named proxyholders) and Non-Registered Shareholders who wish to either appoint themselves or another person (other than the named proxyholders), as proxyholder for the Meeting are encouraged to register their appointment online at www.proxyvote.com. This will reduce the risk of any mail disruptions in the current environment and will allow you to share the Appointee Information you have created with any other person you have appointed to represent you at the Meeting more easily. If you do not designate the Appointee Information when completing your Instrument of Proxy or voting instruction form or if you do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the Meeting on your behalf, that other person will not be able to access the Meeting and vote on your behalf.

You must provide your Appointee with the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.

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IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE MEETING.

If you are a Non-Registered Shareholder located in the United States, you must also provide Broadridge with a duly completed legal proxy if you wish to attend, participate or vote at the Meeting or, if permitted, appoint a Third-Party Proxyholder.

A Securityholder’s Instrument of Proxy or voting instructions must be received by the proxy deadline. The Chair of the Meeting shall have the discretion to waive or extend the proxy deadline without notice.

See “ General Proxy Matters – Appointment of Proxies ”.

Q: Can I change my vote after I submitted a signed proxy?

A: Yes. If you want to change your vote after you have delivered a proxy, you can do so by submitting a new, later dated, proxy before the proxy deadline.

Non-Registered Shareholders should follow the instructions provided to them by their Intermediary.

See “ General Proxy Matters – Revocation of Proxy ”.

Q: How can I revoke my proxy?

A: A Securityholder may revoke its proxy by completing and executing another proxy bearing a later date and depositing such proxy with Broadridge before the proxy deadline, or by depositing an instrument in writing, expressly revoking such proxy executed by such Registered Securityholder or its attorney authorized in writing either with Broadridge by no later than the proxy deadline, addressed to the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting or any postponement or adjournment thereof.

A proxy may also be revoked in any other manner permitted by Applicable Law. Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Non-Registered Shareholders should follow instructions provided to them by their Intermediary.

See “ General Proxy Matters – Revocation of Proxy ”.

Q: What if I return my proxy but do not mark it to show how I wish to vote?
A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Securities will be voted FOR the Arrangement Resolution in accordance with the recommendation of the Board (excluding the Non-Participating Director). Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast.

See “ General Proxy Matters – Voting by Proxyholders ”.

Q: What if I need technical assistance?

A: If you encounter any difficulties accessing the Meeting during the Meeting time, please call the technical support number that will be posted on the Meeting log-in page. The operator of the Meeting website will check the functioning of the Meeting website on the day of the Meeting for any problems in the event that the website is not functioning properly during the Meeting. Please be sure to check in by 8:45 a.m. (MST) on March 12, 2024, the date of the Meeting, so that any technical difficulties may be addressed before the live webcast begins.
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Questions Relating to the Arrangement

Q: What is the Arrangement?

A: On December 14, 2023, the Company and Aeterna Zentaris agreed to the terms and conditions of the Arrangement Agreement. On January 16, 2024, the Arrangement Agreement was amended by the Parties to clarify the timing and sequence of the steps involved in the Plan of Arrangement. Pursuant to the Arrangement Agreement, Aeterna Zentaris has agreed to acquire all of the issued and outstanding Shares. As discussed in greater detail in response to the question below, in exchange for their Shares, Shareholders (other than Dissenting Shareholders) will receive Aeterna Zentaris Shares. Aeterna Zentaris is a specialty biopharmaceutical company developing and commercializing a diversified portfolio of pharmaceutical and diagnostic products focused on areas of significant unmet medical need. The Aeterna Zentaris Shares are listed and posted for trading on the TSX and the Nasdaq.

Once the Arrangement has been completed, it is anticipated that the Shares will be delisted or removed from the TSXV and the OTCQX and the Company will apply to cease to be a reporting issuer under the Securities Laws of the provinces of British Columbia and Alberta.

Subject to regulatory approval, the Aeterna Zentaris Shares will continue to be listed on the TSX and the Nasdaq under the trading symbol “AEZS”. It is a mutual condition to the completion of the Arrangement that the TSX and the Nasdaq have conditionally approved or authorized the listing of the Aeterna Zentaris Shares on the TSX and the Nasdaq, respectively, including all the outstanding Aeterna Zentaris Shares, the Consideration Shares and the Aeterna Zentaris Shares underlying the Aeterna Zentaris Options, the Replacement Options, the Aeterna Zentaris Warrants and the Aeterna Zentaris New Warrants. Aeterna Zentaris received conditional approval from the TSX on February 9, 2024, and has applied for approval from the Nasdaq.

See “The Arrangement” and “ Appendix G – Information Concerning Aeterna Zentaris” .

Q: What am I voting on with respect to the Arrangement?

A: You are being asked to consider and, if deemed acceptable, to vote FOR the Arrangement Resolution, which provides for, among other things, Aeterna Zentaris acquiring all of the issued and outstanding Shares.

Q: What will I receive for my Securities under the Arrangement?

A: Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, Shareholders, other than Shareholders exercising Dissent Rights, shall receive Consideration Shares, representing 0.09439 of an Aeterna Zentaris Share in exchange for each Share held.

Optionholders shall receive Replacement Options, representing, for each Option held, such number of options to purchase Aeterna Zentaris Shares as is equal to the product of (a) such number of Shares that were issuable upon exercise of such Options immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of Aeterna Zentaris Shares, at an exercise price per Aeterna Zentaris Share equal to the quotient determined by dividing (x) the exercise price per Share at which such Option was exercisable immediately prior to the Effective Time, by (y) the Exchange Ratio, rounded up to the nearest whole cent.

As of the Effective Time, Securityholders will no longer hold any Shares or Options and will instead own Consideration Shares and Replacement Options.

See “ The Arrangement – Summary of the Arrangement ”.

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Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: In order to become effective, the Arrangement Resolution must be approved by (a) at least 66[2] /3% of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting, and (b) at least 66[2] /3% of the votes cast on the Arrangement Resolution by the Securityholders, voting as a single class, present virtually or represented by proxy at the Meeting.

Each Security entitles the holder thereof to one vote on the Arrangement Resolution.

See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

Q: How does the Board recommend I vote on the Arrangement Resolution?
A: After receiving and taking into consideration, among other things, the recommendation of the Special Committee, the Board (with the Non-Participating Director abstaining) has unanimously concluded that the Arrangement is in the best interests of the Company and is fair to the Securityholders, and recommends that the Securityholders vote FOR the Arrangement Resolution to approve the Arrangement.

The Board (with the Non-Participating Director abstaining) reached their conclusion after receiving legal and financial advice, including (i) the Fairness Opinion, (ii) the recommendation of the Special Committee, and (iii) careful consideration of, among other things, the current and expected future financial position of Ceapro, the terms of the Arrangement Agreement and the Plan of Arrangement, as well as various benefits and risks presented by the Arrangement. In making its recommendation, the Board and the Special Committee considered a number of factors which are described in this Circular.

See “ The Arrangement – Recommendations of the Board ” and “ The Arrangement – Reasons for the Recommendations ”.

Q: Have any directors, executive officers or Securityholders already agreed to vote in favour of the Arrangement Resolution or lock-up their Securities?

A: Yes. The Ceapro Supporting Parties who beneficially own, or exercise control or direction over, 1,990,468 Shares, representing approximately 2.54% of the outstanding Shares, and 1,985,000 Options, for a total of 3,975,468 Securities, or approximately 4.90% of the total outstanding Securities as of the Record Date, have entered into Aeterna Zentaris Lock-Up Agreements.

See “ The Arrangement – Aeterna Zentaris Lock-Up Agreements ”.

Q: In addition to the approval of Securityholders, are there any other approvals required for the Arrangement?
A: Yes, the Arrangement requires the approval of the Court and the Regulatory Approvals.

See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

Q: Do any directors or executive officers of Ceapro have any interests in the Arrangement that are different from, or in addition to, those of the Securityholders?

A: In considering the recommendation of the Board (excluding the Non-Participating Director) to vote in favour of the matters discussed in this Circular, Securityholders should be aware that some of the directors and executive officers of Ceapro, including the Non-Participating Director, may have interests in the Arrangement that are different from, or in addition to, the interests of Securityholders generally.

See “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

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Q: Will the Shares continue to be listed on the TSXV and the OTCQX after the Arrangement?

A: No. If the Arrangement becomes effective and Ceapro becomes a wholly-owned subsidiary of Aeterna Zentaris, Aeterna Zentaris intends to cause Ceapro to apply to delist the Shares from the TSXV and notify the OTCQX such that the Shares shall cease to be quoted on the OTCQX. If the Arrangement is completed, Former Shareholders will be entitled to receive Consideration Shares. Existing Aeterna Zentaris Shares are listed on the TSX and the Nasdaq under the trading symbol “AEZS”. Aeterna Zentaris received conditional approval from the TSX for listing of the Consideration Shares and the Aeterna Zentaris Shares issuable upon the exercise of the Replacement Options on February 9, 2024, and has applied for approval from the Nasdaq.

See “ The Arrangement – Stock Exchange Delisting and Reporting Issuer Status ”.

Q: Should I send in my Letter of Transmittal and Share certificate(s) or DRS Advice(s) now?

A: We encourage Registered Shareholders to complete, sign, date and return the enclosed Letter of Transmittal, together with their Share certificate(s) or DRS Advice(s), as applicable, to the Depositary as soon as possible to assist in arranging for the prompt exchange of the Shares if the Arrangement is completed. If you are a Non-Registered Shareholder and hold your Shares through an Intermediary, then you should contact your Intermediary for further details on the receipt of the Consideration.

The ultimate deadline to complete, sign, date and return your Letter of Transmittal, together with your Share certificate(s) or DRS Advice(s), as applicable, and all other required documents to the Depositary in order to receive your Consideration Shares is six years after the Effective Date. Shareholders who do not deliver their completed and duly executed Letter of Transmittal and Share certificate(s) or DRS Advice(s), as applicable, and all other required documents to the Depositary on or before the date which is six years after the Effective Date will lose their right to receive the Consideration.

You are not required to send your Share certificate(s) or DRS Advice(s) representing your Shares to validly cast your vote in respect of the Arrangement Resolution.

Do not send your Letter of Transmittal and Share certificate(s) or DRS Advice(s) to Ceapro.

If you have any questions about completing your Letter of Transmittal, please contact the Depositary at 1- 800-564-6253 (for Shareholders in Canada and the United States) or 1-514-982-7555 (for Shareholders outside Canada and the United States).

See “ Procedures for the Surrender of Securities and Receipt of Consideration – Procedure for Shareholders – Registered Shareholders ”.

Q: What happens if I send in my Share certificate(s) or DRS Advice(s) and the Arrangement Resolution is not approved or the Arrangement is not completed?

A: If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, your Share certificate(s) or DRS Advice(s) will be returned as soon as practicable to you by the Depositary.

See “ Procedures for the Surrender of Securities and Receipt of Consideration – Procedure for Shareholders – Registered Shareholders ”.

Q:

When can I expect to receive the Consideration under the Arrangement?
A: Assuming completion of the Arrangement, if you hold your Shares through an Intermediary, the Consideration Shares will be delivered to your Intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such Intermediaries. You should contact your Intermediary if you have questions regarding this process.
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In the case of Registered Shareholders, as soon as practicable after the Effective Date, assuming due delivery of the required documentation, including the Share certificate(s) or DRS Advice(s), as applicable, and a duly and properly completed Letter of Transmittal, the Resulting Issuer will cause the Depositary to requisition the certificates or DRS Advices representing the Consideration Shares to which the Registered Shareholder is entitled.

Shareholders who do not deliver their completed and duly executed Letter of Transmittal and Share certificate(s) or DRS Advice(s), as applicable, and all other required documents to the Depositary on or before the date which is six years after the Effective Date will lose their right to receive the Consideration.

See “ Procedures for the Surrender of Securities and Receipt of Consideration – Procedure for Shareholders – Delivery of Consideration Shares ”.

Q: Will I receive a fractional Consideration Share?

A: No. In no event shall any Former Shareholder be entitled to a fractional Consideration Share. Where the aggregate number of Consideration Shares to be issued to a Former Shareholder under the Arrangement would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be received by such Former Shareholder shall be rounded down to the nearest whole Consideration Share without any additional compensation in lieu of such fractional share.

See “ Procedures for the Surrender of Securities and Receipt of Consideration – Fractional Securities ”.

Q: How will I know when the Arrangement has become effective?

A: The Arrangement will become effective, if at all, upon the satisfaction or waiver of all of the conditions to the completion of the Arrangement set forth in the Arrangement Agreement. If the required Securityholder approval is obtained at the Meeting, the Effective Date is expected to occur on or about April 1, 2024. Following the Effective Time, the Parties will publicly announce that the conditions are satisfied or waived and that the Arrangement has been completed.

See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Securityholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to (i) Ceapro and Aeterna Zentaris may fail to realize the anticipated benefits of the Arrangement; (ii) the conditions precedent may not be satisfied or waived which may result in the Arrangement not being completed; (iii) the Arrangement Agreement could be terminated and Ceapro could be required to pay a Ceapro Termination Fee of $500,000; (iv) there may be unknown liabilities associated with the Arrangement; (v) the pending Arrangement could cause the attention of the Ceapro’s management to be diverted from the day-to-day operations; (vi) Ceapro has incurred and will continue to incur significant costs relating to the Arrangement, regardless of whether the Arrangement is completed or not completed; (vii) the Fairness Opinion may not be accurate; (viii) Shareholders will receive a fixed number of Consideration Shares at the Exchange Ratio, which may not reflect the current market value of the Shares or their market value upon completion of the Arrangement; (ix) Shareholders may exercise Dissent Rights; (x) Securityholders will forego any potential future increase in the Company’s value as an independent public company that might result from its future growth (other than through any increase in value of Aeterna Zentaris Shares); (xi) the Arrangement Agreement contains limitations on the Company’s ability to solicit alternative transactions from third parties; (xii) the Arrangement Agreement imposes certain restrictions on the conduct of Ceapro’s business during the Interim Period; (xiii) information provided by Aeterna Zentaris and presented in this Circular may be inaccurate or incomplete; (xiv) the increase in the number of Aeterna Zentaris Shares available for trading in the public market may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, the Aeterna Zentaris Shares; (xv) the Resulting Issuer may, in its sole discretion, issue additional Aeterna Zentaris Shares or other securities (equity, debt or otherwise) from time to time, and
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the interests of the holders of Aeterna Zentaris Shares may be diluted thereby; (xvi) Ceapro and Aeterna Zentaris may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed; (xvii) the Board considered, among other things, certain financial projections, prepared by Ceapro management, with respect to each of Ceapro and Aeterna Zentaris, which are based on assumptions and information available at the time the projections were prepared and which may not be realized; (xviii) the Resulting Issuer may not meet the listing requirements of the TSX or the Nasdaq; (xix) the Aeterna Zentaris Share Consolidation that may take place in connection with the completion of the Arrangement may not have the intended effect on the per share market price of the Aeterna Zentaris Shares following the completion of the Arrangement; and (xx) there may be certain adverse effects to Securityholders under U.S. tax laws.

See “ Risk Factors relating to the Arrangement ”.

Q: What are the principal income tax consequences of the Arrangement?

A: For summaries of the principal Canadian and U.S. federal income tax consequences of the Arrangement to Shareholders, see “ Principal Canadian Federal Income Tax Considerations ” and “ Principal U.S. Federal Income Tax Considerations ”. Such summaries are not intended to be legal, financial or tax advice to any particular Shareholder. Securityholders should consult their own financial, legal or other professional advisors with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: If you are a Registered Shareholder who properly exercises Dissent Rights and the Arrangement Resolution is approved, you will be entitled to be paid the fair value of your Shares calculated as of the close of business on the day before the Arrangement Resolution was adopted. This amount may be the same as, more than or less than the equivalent value of the Consideration per Share that will be paid under the Arrangement.

If you wish to dissent, you must ensure that a written notice is received by Ceapro not later than 9:00 a.m. (MST) on March 8, 2024 (or 9:00 a.m. (MST) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting).

It is important that you strictly comply with this requirement, otherwise your Dissent Rights may not be recognized. You must also strictly comply with the other requirements of the dissent procedures.

Registered Shareholders who hold Shares as of the close of business on the Record Date shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with Section 190 of the CBCA, the full text of which is set out in Appendix E of the Circular (except as the procedures of that section are varied by the Interim Order and the Plan of Arrangement).

Only Registered Shareholders as of the close of business on the Record Date are entitled to Dissent Rights. Non-Registered Shareholders desiring to exercise Dissent Rights must make arrangements for their Shares to be registered in their name in sufficient time to exercise their Dissent Rights.

Optionholders are not entitled to Dissent Rights.

See “ Dissent Rights ” and consult your own legal advisor if you wish to exercise Dissent Rights.

Q: What will happen to the Shares that I currently own after completion of the Arrangement?

A: Upon completion of the Arrangement, Share certificates or DRS Advices representing Shares will represent only the right of the Shareholder to receive the Consideration. In the event the Arrangement is completed, it is expected that the Shares will be delisted from the TSXV and cease to be quoted on the OTCQX, trading of the Shares on the TSXV and the OTCQX will cease and Ceapro will terminate its status as a reporting issuer under Canadian Securities Laws and its continuous disclosure obligations under such laws will cease.
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Subject to regulatory approval, the Aeterna Zentaris Shares will continue to be listed on the TSX and the Nasdaq under the trading symbol “AEZS”.

See “ The Arrangement – Stock Exchange Delisting and Reporting Issuer Status ”.

Q: Who do I contact to answer my questions?

A: Securityholders who would like additional copies, without charge, of this Circular or have additional questions about the Arrangement or the Meeting, including the procedures for submitting your Shares or voting your proxy, should contact the Company’s proxy solicitation agent and shareholder communications advisor, Morrow Sodali, at the contact information provided below:

==> picture [202 x 80] intentionally omitted <==

Brookfield Place, 181 Bay St, Suite 2860 Suite 2860 Toronto, ON M5J 2T3

Call toll free in North America: (800) 662-5200 Call outside North America: (203) 658-9400 E-mail: [email protected]

MANAGEMENT INFORMATION CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the Meeting to be held virtually via live webcast online at www.virtualshareholdermeeting.com/CZO2024SM at 9:00 a.m. (MST) on March 12, 2024, or at any adjournment or postponement thereof, for the purposes set forth in the Notice of Meeting.

All summaries of, and references to, the Plan of Arrangement, the Arrangement Resolution, the Arrangement Agreement, the Fairness Opinion and the Aeterna Zentaris Lock-Up Agreements in this Circular are qualified in their entirety by reference to the complete text of these documents, each of which is either included as an appendix to this Circular or filed (or will be filed) under the Company’s profile on SEDAR+ at www.sedarplus.ca. Securityholders are urged to carefully read the full text of these documents.

INTRODUCTION

Defined Terms

In this Circular, unless otherwise indicated or the context otherwise requires, terms defined under the heading “ Glossary of Terms ” shall have the meanings attributed thereto. Words importing the singular include the plural and vice versa and words importing any gender include all genders.

Information Contained in this Circular

This Circular is dated February 9, 2024, and is first being mailed to Securityholders on or about February 14, 2024. The information contained in this Circular is given as of February 9, 2024, unless otherwise indicated and except for documents incorporated by reference for which the information is given as of the dates noted therein.

No Person has been authorized by the Company to give any information nor make any representation in connection with the matters to be considered at the Meeting other than the information contained in this Circular. This Circular does not constitute an offer to buy, or a solicitation of an offer to acquire, any securities, or a solicitation of a proxy, by any Person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful. Information contained in this Circular is not intended to be legal, financial or tax advice to any particular Securityholder. Securityholders should consult their own financial, legal or other professional advisors with respect to their particular circumstances.

This Circular and the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement have not been approved or disapproved by the TSXV nor any securities regulatory authority, and neither the TSXV nor any securities regulatory authority has passed upon the fairness or merits of such transactions or upon the accuracy or adequacy of the information contained in this Circular. Any representation to the contrary is unlawful.

Information Regarding Ceapro

For information regarding Ceapro, please refer to Appendix F and to Ceapro’s filings with the securities regulatory authorities which may be obtained under Ceapro’s profile on SEDAR+ at www.sedarplus.ca.

Information Regarding Aeterna Zentaris

Certain information included or incorporated by reference in this Circular pertaining to Aeterna Zentaris, including, but not limited to, information pertaining to Aeterna Zentaris attached as Appendix G, has been furnished by Aeterna Zentaris or is derived from Aeterna Zentaris’ publicly available documents. With respect to this information, the Company has relied exclusively upon Aeterna Zentaris, without independent verification by the Company. In the Arrangement Agreement, Aeterna Zentaris provided a covenant to ensure that no information provided by it in connection with this Circular will include any misrepresentation or omit to state a material fact required to be stated in this Circular in order to make such information not misleading in light of the circumstances in which it is disclosed. Although the Company does not have any knowledge that would indicate that such information is untrue or

incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, nor for the failure by Aeterna Zentaris to disclose events or information that may affect the completeness or accuracy of such information.

For information regarding Aeterna Zentaris, please refer to Appendix G and to Aeterna Zentaris’ filings with the securities regulatory authorities which may be obtained under Aeterna Zentaris’ profiles on SEDAR+ at www.sedarplus.ca and EDGAR at https://www.sec.gov/edgar.

Information Regarding the Resulting Issuer

For information regarding the Resulting Issuer, please refer to Appendix H.

Financial Information

Unless otherwise indicated, all financial information relating to Ceapro included or incorporated by reference in this Circular has been prepared in accordance with IFRS and is subject to Canadian auditing and auditor independence standards; and all financial information relating to Aeterna Zentaris included or incorporated by reference in this Circular has been prepared in accordance with IFRS and is subject to PCAOB auditing and auditor independence standards.

Information contained in this Circular is not intended to be and should not be considered to be legal, business, financial or tax advice to any Securityholder, and Securityholders are urged to obtain their own legal, business, financial and tax advice.

Currency

Except where otherwise indicated, all dollar amounts set forth in this Circular are expressed in Canadian dollars, and all references to “$” and “dollars” are to Canadian dollars.

Tax Matters

Securityholders should be aware that the Arrangement described in this Circular may have tax consequences in both the United States and Canada. Shareholders who are resident in Canada are advised to review the summary contained in this Circular under the heading “ Principal Canadian Federal Income Tax Considerations ”. Shareholders who are resident in, or citizens of, the United States are advised to review the summary contained in this Circular under the heading “ Principal U.S. Federal Income Tax Considerations ”. Optionholders are advised to consult their own tax advisors with respect to their particular circumstances. All Securityholders are advised to consult their own tax advisors to determine the particular Canadian and United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

Risk Factors

It is important for a Securityholder to consider the particular risk factors relating to the Arrangement. See “ Risk Factors Relating to the Arrangement ”.

Notice to Securityholders in the United States

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Consideration Shares and Replacement Options

The Consideration Shares to be received by the Shareholders in exchange for their Shares and the Replacement Options to be received by the Optionholders in exchange for their Options pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any state securities laws, and such securities will be issued in reliance upon the Section 3(a)(10) Exemption on the basis of the approval of the Court, which has been informed of the intention to rely on such exemption, and similar exemptions under applicable securities laws of any state of the United States. The Section 3(a)(10) Exemption exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities, from the registration requirements of the U.S. Securities Act where the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all Persons to whom the securities will be issued have the right to appear and receive timely and adequate notice thereof. The Court is authorized to and will conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. Ceapro obtained the Interim Order on January 18, 2024, and, subject to the approval of the Arrangement by the Securityholders, a hearing for a Final Order approving the Arrangement is currently scheduled to take place on March 27, 2024 at 2:00 p.m. (MST). All Securityholders are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. The Final Order of the Court will, if granted after the Court considers the substantive and procedural fairness of the Arrangement to the Securityholders, constitute a basis for the Section 3(a)(10) Exemption with respect to the Consideration Shares to be received by the Shareholders in exchange for their Shares and the Replacement Options to be received by the Optionholders in exchange for their Options pursuant to the Arrangement. Prior to the hearing for the Final Order, the Court will be informed of this effect of the Final Order. See “ The Arrangement – Court Approval ”.

The Consideration Shares to be received by Shareholders upon completion of the Arrangement may be resold without restriction under the U.S. Securities Act, except in respect of resales by Persons who are “affiliates” (within the meaning of Rule 144 under the U.S. Securities Act) of the Resulting Issuer at the Effective Date or who have been affiliates of Aeterna Zentaris within 90 days before the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Consideration Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Shareholders who are affiliates of the Resulting Issuer at the Effective Date, or were former affiliates of Aeterna Zentaris within 90 days prior to the Effective Date, solely by virtue of their status as an officer or director of the applicable company may be able to sell their Consideration Shares outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities Act. Any transfers of Replacement Options will be subject to the terms and conditions of the option plan of Aeterna Zentaris governing such Replacement Options. See “ Securities Law Matters – U.S. Securities Laws ”.

The Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to the Section 3(a)(10) Exemption. Therefore, the Aeterna Zentaris Shares issuable upon the exercise of the Replacement Options may not be issued in reliance upon the Section 3(a)(10) Exemption and the Replacement Options may be exercised only pursuant to a registration statement that has been declared effective by the SEC and is available for the issuance of such Aeterna Zentaris Shares, or pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and the securities laws of any applicable state of the United States.

Aeterna Zentaris Shares received upon the exercise of the Replacement Options by holders in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities”, as such term is defined in Rule 144 under the U.S. Securities Act, and may not be resold in the United States unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available. These Aeterna Zentaris Shares may be sold outside the United States in compliance with Regulation S under the U.S. Securities Act.

See “ Securities Law Matters – U.S. Securities Laws ”.

Canadian Circular

The solicitation of proxies hereby for the Meeting is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with disclosure requirements applicable in Canada, and the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate laws and Canadian Securities Laws. Securityholders in the United States should be aware that such requirements are different from those applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Information concerning the properties and operations of Aeterna Zentaris has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of U.S. Securities Laws. As at the date hereof, Aeterna Zentaris and the Company are “foreign private issuers” within the meaning of Rule 3b-4 under the U.S. Exchange Act, although there can be no assurance that the Resulting Issuer following completion of the Arrangement will remain a “foreign private issuer” within the meaning of Rule 3b-4 under the U.S. Exchange Act.

IFRS Accounting Principles

Unless otherwise indicated, all financial information included or incorporated by reference in this Circular has been prepared in accordance with IFRS, which differs from the United States generally accepted accounting principles (GAAP) in certain material respects, and thus such information may not be comparable to financial statements of U.S. companies.

Enforcement of Civil Liabilities

The enforcement by Securityholders of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that each of the Parties is incorporated or organized outside the United States, that some or all of their respective directors and officers and the experts named in this Circular are not residents of the United States and that all or a substantial portion of their respective assets and the assets of said Persons may be located outside the United States. As a result, Securityholders in the United States may be unable to effect service of process within the United States upon the Company or Aeterna Zentaris, their respective officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the U.S. Securities Laws. In addition, Securityholders in the United States should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under the U.S. Securities Laws; or (ii) would enforce, in original actions, liabilities against such Persons predicated upon civil liabilities under the U.S. Securities Laws.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Circular and the documents incorporated by reference herein contain “forwardlooking statements” and “forward-looking information” within the meaning of Canadian Securities Laws and U.S. Securities Laws (forward-looking statements and forward-looking information being collectively referred to as “ forward-looking information ”) that are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated by reference herein, as applicable. Forward-looking information includes, but is not limited to, statements and information concerning: (i) the Arrangement; (ii) the timing of the Meeting; (iii) the anticipated Effective Date; (iv) the anticipated benefits of the Arrangement; (v) the likelihood of the Arrangement being completed; (vi) the principal steps of the Arrangement; (vii) statements made in and based upon the Fairness Opinion; (viii) statements relating to the business and future activities of the Company and Aeterna Zentaris after the date of this Circular and prior to the Effective Time and after the Effective Time; (ix) the ability to obtain Securityholder approval and Court approval of the Arrangement; (x) the ability to obtain the Regulatory Approvals; (xi) the delisting of the Shares from the TSXV; (xii) the treatment of the Consideration Shares and Replacement Options under Applicable Laws, including tax laws; (xiii) the governance and management structure of the Resulting Issuer following the completion of the Arrangement; (xiv) the integration of Ceapro with Aeterna Zentaris following the completion of the Arrangement; and (xv) other statements that are not historical facts.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using words or phrases such as “expect”, “anticipate”, “potential”, “plan”, “project”, “budget”, “schedule”, “forecast”, “estimate”, “target”, “believe”, “predict”, “seek”, “intend” or “continue” or variations of such words and phrases or stating that certain actions, events

or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking information. Forward-looking information is based on the beliefs of the Company’s management, as well as on assumptions and other factors, which management believes to be reasonable based on information available at the time such information was given. Such assumptions include, among other things, the satisfaction of the terms and conditions of the Arrangement Agreement, including obtaining Securityholder approval and the approval of the Arrangement and its fairness by the Court, the receipt of the Regulatory Approvals, and the realization of the intended benefits of the Arrangement by the Parties.

The forward-looking information in this Circular also include financial outlooks and other forward-looking metrics relating to Ceapro, Aeterna Zentaris, the Resulting Issuer and the Arrangement. Any financial outlook or futureoriented financial information in this Circular, as defined by Canadian Securities Laws, has been approved by management of Ceapro as of the date of this Circular. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management's current expectations and plans relating to the Resulting Issuer and the Arrangement. Readers are cautioned that such outlook or information should not be used for purposes other than for which it is disclosed in this Circular.

By its nature, forward-looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation: (i) the Arrangement Agreement may be terminated in certain circumstances; (ii) the inability to obtain the Regulatory Approvals or other approvals, including Securityholder approval and Court approval of the Arrangement, in accordance with the required timelines contained in the Arrangement Agreement; (iii) Dissent Rights may be exercised with respect to more than 10% of the Shares; (iv) the Company incurring significant costs relating to the Arrangement, regardless or whether the Arrangement is completed; (v) the Resulting Issuer may fail to realize growth opportunities, improved capital-raising abilities and synergies currently anticipated; (vi) general economic conditions; (vii) industry conditions; (viii) currency fluctuations; (ix) competition from other industry participants; (x) stock market volatility; (xi) the economic effects of COVID-19; (xii) supply shortfalls due to the failure to perform satisfactorily by third parties upon which the Company expects to rely to manufacture and supply products; (xiii) legislative actions, new accounting pronouncements and higher insurance costs may adversely impact the Company’s future financial position or results of operations; (xiv) data security breaches; and (xv) any changes affecting the global biopharmaceutical industry generally. This list is not exhaustive of the factors that may affect any of the forward-looking information of the Company.

Forward-looking information is information about the future and is inherently uncertain. There can be no assurance that the forward-looking information will prove to be accurate. Actual results could differ materially from those reflected in the forward-looking information as a result of, among other things, the matters set out or incorporated by reference in this Circular generally and economic and business factors, some of which may be beyond the control of the Company and management. Some of the more important risks and uncertainties that could affect forward-looking information are described further under the heading “ Risk Factors Relating to the Arrangement ”. Additional risks and uncertainties are discussed in the Company’s management, discussion and analysis for the period ended September 30, 2023, available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Company expressly disclaims any intention or obligation to update or revise any information contained in this Circular (including forward-looking information) except as required by Applicable Laws, and Securityholders should not assume that any lack of update to information contained herein means that there has been no change in such information since the date of this Circular and should not place undue reliance on forward-looking information. All forward-looking statements contained in Appendix F, Appendix G and Appendix H and elsewhere in this Circular are expressly qualified in their entirety by the cautionary statements set forth above and in any document incorporated by reference herein.

SUMMARY INFORMATION

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information contained elsewhere in this Circular, including the appendices. All capitalized terms used herein have the meanings set forth under the heading “Glossary of Terms” of this Circular. The following summary is provided for convenience only and is qualified in its entirety by the more detailed information appearing, contained or referred to in this Circular.

Meeting

The Meeting will be held at 9:00 a.m. (MST) on March 12, 2024, virtually via live webcast online at www.virtualshareholdermeeting.com/CZO2024SM, for the purposes set forth in the Notice of Meeting.

Record Date

The Board has fixed January 12, 2024 as the Record Date for the determination of the Securityholders entitled to receive the Notice of Meeting, which Record Date has been approved by the Court under the Interim Order.

Securityholders of record at the close of business on the Record Date will be entitled to vote at the Meeting and at all adjournments or postponements thereof. Each Share or Option will entitle the holder of record thereof to one vote at the Meeting.

Purpose of the Meeting

The purpose of the Meeting is for Securityholders to consider, pursuant to the Interim Order, and, if thought advisable, to approve, with or without variation, the Arrangement Resolution approving the Plan of Arrangement.

Summary of the Arrangement

Ceapro entered into the Arrangement Agreement with Aeterna Zentaris on December 14, 2023. The Arrangement Agreement provides for the implementation of the Plan of Arrangement, a copy of which is attached as Appendix B. The Arrangement Agreement was subsequently amended by the Parties on January 16, 2024, in order to clarify the timing and sequence of the steps involved in the Plan of Arrangement.

The Arrangement provides for, among other things, the acquisition by Aeterna Zentaris of all of the issued and outstanding Shares from the Shareholders of the Company in exchange for Aeterna Zentaris Shares, at an exchange ratio of 0.09439 of an Aeterna Zentaris Share for each Share. Also, as part of the Arrangement, the holders of Options will see their options replaced by Replacement Options to purchase Aeterna Zentaris Shares.

The Arrangement Agreement

The Arrangement will be effected pursuant to the Arrangement Agreement. The obligation of each of Ceapro and Aeterna Zentaris to complete the Arrangement is subject to the satisfaction or waiver, to the extent they may be capable of waiver in accordance with the Arrangement Agreement, of certain conditions set out in the Arrangement Agreement. These conditions include, among others, the receipt of Ceapro Securityholders Approval, the receipt of the Aeterna Zentaris Shareholders Approval (other than in respect of the Aeterna Zentaris Name Change), obtaining the Final Order and the receipt of the Regulatory Approvals. See “ The Arrangement Agreement – Conditions Precedent – Mutual Conditions ”. It is also a condition in favour of Aeterna Zentaris that holders of not more than 10% of the outstanding Shares shall have exercised Dissent Rights. See “ The Arrangement Agreement – Conditions Precedent – Additional Conditions in Favour of Aeterna Zentaris ”. Upon all such conditions being satisfied or waived in accordance with the Arrangement Agreement, Ceapro is required to file the Articles of Arrangement with the Director in order to give effect to the Arrangement.

In addition to certain covenants, representations and warranties made by each of Ceapro and Aeterna Zentaris in the Arrangement Agreement, each of Ceapro and Aeterna Zentaris is bound by certain non-solicitation covenants. See “The Arrangement Agreement – Covenants – Non-Solicitation ”.

The Arrangement Agreement provides for the payment by Ceapro or Aeterna Zentaris to the other Party of the $500,000 Termination Fee if the Arrangement Agreement is terminated in certain specified circumstances. See “ The Arrangement Agreement – Termination of the Arrangement Agreement – Termination Fees”.

The Arrangement Agreement may be terminated by the mutual written consent of Ceapro and Aeterna Zentaris and by either Ceapro or Aeterna Zentaris in certain circumstances, including, subject to certain limitations, if the Arrangement is not consummated by the Outside Date. See “ The Arrangement Agreement – Termination”.

The above is a summary of certain terms of the Arrangement Agreement and is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which has been filed under Ceapro’s SEDAR+ profile at www.sedarplus.ca, and to the more detailed summary provided under the heading “ The Arrangement Agreement ” in this Circular.

Procedure for the Arrangement to Become Effective

The Arrangement is proposed to be carried out under Section 192 of the CBCA. The following procedural steps must be taken in order for the Arrangement to become effective:

(a) the Arrangement Resolution must be approved by (i) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting; and (ii) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy at the Meeting, voting together as a single class;

(b) the Aeterna Zentaris Shareholders must approve: (i) the issuance of the Consideration Shares, the Aeterna Zentaris New Warrants and the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants and the Replacement Options by not less than a majority of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting (ii) the appointment of Ronald W. Miller, Ulrich Kosciessa, Geneviève Foster and William Li as directors of Aeterna Zentaris by not less than a majority of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting; and (iii) the Aeterna Zentaris Share Consolidation by not less than 66[2/3] % of the votes cast by Aeterna Zentaris Shareholders, present virtually or represented by proxy at the Aeterna Zentaris Meeting;

(d) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate Party;

(e) the Final Order and Arrangement Filings in the form prescribed by the CBCA must be duly filed with the Registrar; and

(f) the Certificate of Arrangement must be issued by the Director.
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See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

Effects of the Arrangement

Aeterna Zentaris New Warrants

See “ The Arrangement – Arrangement Steps ”.

The Arrangement provides for, among other things, the acquisition of all of the Shares by Aeterna Zentaris. Shareholders (other than the Dissenting Shareholders) will receive, for each Share held, 0.09439 of an Aeterna Zentaris Shares. Upon the completion of the Arrangement, Ceapro will become a wholly-owned subsidiary of Aeterna Zentaris and Aeterna Zentaris will continue the operations of Aeterna Zentaris and Ceapro on a combined basis.

See “ The Arrangement – Effects of the Arrangement ”.

Options

The Arrangement provides for, among other things, the exchange of all of the issued and outstanding Options for Replacement Options. Each Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from Aeterna Zentaris the number of Aeterna Zentaris Shares as is equal to the product of: (a) such number of Shares that were issuable upon exercise of such Options immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of Aeterna Zentaris Shares, at an exercise price per Aeterna Zentaris Share equal to the quotient determined by dividing (x) the exercise price per Share at which such Option was exercisable immediately prior to the Effective Time, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent.

See “ The Arrangement – Effects of the Arrangement ”.

Following the completion of the Arrangement, Shareholders and Aeterna Zentaris Shareholders are each expected to own approximately 50% of the issued and outstanding Aeterna Zentaris Shares, respectively, assuming the exercise of all of the Aeterna Zentaris New Warrants and based on the number of Shares and Aeterna Zentaris Shares issued and outstanding as of market close on December 13, 2023.

Aeterna Zentaris Name Change

Although the Arrangement Agreement originally contemplated that the name of Aeterna Zentaris be immediately changed upon the closing of the Arrangement and that approval of such name change be sought from the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting, the Parties have since decided that it would be preferable that, as part of the integration efforts to be undertaken following the closing, the newly constituted board of directors of the Resulting Issuer finalize the selection of a new name for the Resulting Issuer and submit the name change to shareholders of the Resulting Issuer for their approval.

See “ The Arrangement – Aeterna Zentaris Name Change “.

Aeterna Zentaris Share Consolidation

Aeterna Zentaris intends to consolidate the issued and outstanding Aeterna Zentaris Shares in connection with the Arrangement on the basis of one postconsolidation Aeterna Zentaris Share for every three to four pre-consolidation Aeterna Zentaris Shares, with the exact number of pre-consolidation Aeterna Zentaris Shares to be determined by the Aeterna Zentaris Board. In order to be implemented, the Aeterna Zentaris Share Consolidation must be approved by at least 66 2/3% of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting. Approval of the Aeterna Zentaris Share Consolidation by the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting is a condition to the closing of the Arrangement. It is intended that the Consideration Shares to be issued to the Shareholders pursuant to the Plan of Arrangement will be adjusted to reflect the Aeterna Zentaris Share Consolidation.

See “ The Arrangement –Aeterna Zentaris Share Consolidation ”.

Approval of Securityholders

Required for the Arrangement

The Arrangement will require approval by (i) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting; and (ii) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy at the Meeting, voting together as a single class.

See “ The Arrangement – Securityholders Approvals ”.

TSXV Approval

The Shares are listed on the TSXV and it is a mutual condition to the completion of the Arrangement that the TSXV approve the Arrangement. The TSXV issued its conditional approval of the Arrangement on January 22, 2024.

See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

TSX and Nasdaq Approvals

The Aeterna Zentaris Shares are listed on the TSX and the Nasdaq and it is a mutual condition to the completion of the Arrangement that the TSX and the Nasdaq have conditionally approved or authorized the listing or continued listing of the Aeterna Zentaris Shares on the TSX and the Nasdaq, respectively, including all the outstanding Aeterna Zentaris Shares, the Consideration Shares and the Aeterna Zentaris Shares underlying the Aeterna Zentaris Options, the Replacement Options, the Aeterna Zentaris Warrants and the Aeterna Zentaris New Warrants. Aeterna Zentaris received conditional approval from the TSX on February 9, 2024, and has applied for approval from the Nasdaq.

See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

Court Approval

The Arrangement requires the Court’s approval of the Final Order. Prior to the mailing of this Circular, Ceapro obtained the Interim Order authorizing and directing Ceapro to call, hold and conduct the Meeting and to submit the Arrangement to the Securityholders for approval. A copy of the Interim Order is attached as Appendix D to this Circular. Subject to the terms of the Arrangement Agreement and the approval of the Arrangement Resolution by the Securityholders, Ceapro will make an application to the Court for the Final Order. The hearing in respect of the Final Order is expected to take place on March 27, 2024 at 2:00 p.m. (MST) at a hearing before a Justice of the Court of King’s Bench of Alberta via Webex videoconferencing platform at https://albertacourts.webex.com/meet/virtual.courtroom86.

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See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

The Final Order of the Court will, if granted, constitute the basis for the Section 3(a)(10) Exemption with respect to the securities to be issued under the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. The Section 3(a)(10) Exemption exempts the offer and sale of securities in certain exchange transactions from the registration requirements of the U.S. Securities Act.

” See “ Securities Law Matters – U.S. Securities Laws .

Timing

If the Meeting is held as scheduled and is not adjourned or postponed and the other necessary conditions at that point in time are satisfied or waived, the Company will apply for the Final Order approving the Arrangement. If the Final Order is obtained on March 27, 2024 in form and substance satisfactory to Ceapro and Aeterna Zentaris, each acting reasonably, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, including the receipt of the Regulatory Approvals, the Company currently expects the Effective Date to occur on April 1, 2024. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order on March 27, 2024 or the failure to obtain the Regulatory Approvals in the anticipated timeframes.

See “ The Arrangement – Timing ”.

Fairness Opinion

The Board engaged the Financial Advisor to prepare and deliver the Fairness Opinion to the Board. The Financial Advisor has provided the Fairness Opinion to the Board to the effect that, as at December 14, 2023, and subject to the assumptions, qualifications and limitations contained in the Fairness Opinion, the Exchange Ratio is fair, from a financial point of view, to the Securityholders.

The summary of the Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion is subject to the assumptions, qualifications and limitations contained therein and should be read in its entirety. The Fairness Opinion was provided for the information and assistance of the Board in connection with its consideration of the Arrangement. The Fairness Opinion does not address the merits of the underlying decision by Ceapro to enter into the Arrangement Agreement or the Arrangement and does not constitute, nor should it be construed as, a recommendation to any Securityholder as to how such Securityholder should vote with respect to the Arrangement Resolution or any related matter.

See “ The Arrangement – Fairness Opinion ” and Appendix C for the full text of the Fairness Opinion.

Recommendation of the Special Committee

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion and other matters considered relevant, including the matters discussed under the heading “ The Arrangement – Reasons for the Recommendations ”, and following consultation with management (excluding Gilles Gagnon due to his role as a director of Aeterna Zentaris) and its financial and legal advisors, the Special Committee unanimously determined that the terms and conditions of the Arrangement are fair to Securityholders and that the Arrangement is in the best interests of

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Ceapro. Accordingly, the Special Committee unanimously recommended that the Board approves the Arrangement Agreement.

Recommendation of the Board

Reasons for the Recommendations

The Board (with Gilles Gagnon abstaining from participating due to his role as a director of Aeterna Zentaris), after receiving the unanimous recommendation of the Special Committee and following careful consideration of, among other things, the Fairness Opinion, the terms and conditions set forth in the Arrangement Agreement, the matters discussed under the heading “ The ” Arrangement – Reasons for the Recommendations and advice from its financial and legal advisors, unanimously determined that the Arrangement is in the best interests of Ceapro and fair to the Securityholders and unanimously recommends that the Securityholders vote FOR of the Arrangement Resolution.

The Special Committee and the Board have identified the following potential benefits following the completion of the Arrangement:

Recurring revenue to support business expansion. After giving effect to the Arrangement, the Resulting Issuer is expected to benefit from ongoing revenue from existing Ceapro products, which provide near term revenue owing to the streamlined development and commercialization opportunities in the cosmeceutical and nutraceutical space, along with license revenue from the partnering of Aeterna Zentaris’ pharmaceutical products, including macimorelin (Macrilen®; Ghryvelin™), which have the potential to create longterm value for investors. These revenue streams are planned to be used to support the development of high potential-return products, ideally creating growing and sustainable revenue, and represent a more diversified value proposition for investors. The pipeline of products being developed should generate an increased and consistent news flow, a key supporting factor in investor interest.
Diversified commercial and development product pipeline. The Resulting Issuer is anticipated to have a stronghold in the active ingredients market and value-driving cosmeceutical products (i.e. oat beta glucan and avenanthramides, which are found in leading skincare product brands including Aveeno, Jergens, Neutrogena, Lubriderm and other leading brand names) and nutraceuticals. The Resulting Issuer is also expected to benefit from an extensive pipeline of innovative products in development, including Ceapro’s quicker to market biotechnology products and Aeterna Zentaris’ potentially higher return, but longer-horizon, products. With this pipeline rejuvenation, the Resulting Issuer is expected to boast:
more products in the pipeline that are closer to potential commercialization;
an enhanced ability to strategically focus financial and company resources in a manner that provides the most value to the Resulting Issuer and Shareholders; and
a more compelling value proposition and lower risk profile.
Expanded pharmaceutical research and development capabilities. Both Ceapro and Aeterna Zentaris bring deep expertise and knowledge that are expected to play a key role in advancing the Resulting Issuer and its development pipeline. The Resulting Issuer will have the infrastructure to support development activities and potentially offer improved efficiencies, in addition to cost savings.
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The Resulting Issuer will also have an expanded development pipeline of products which it is committed to prioritizing as management evaluates what will provide the best overall potential for the Resulting Issuer, shareholders and consumers.

Improved Trading Liquidity and Capital Markets Exposure Subject to Regulatory Approvals, the Resulting Issuer will be listed on both the TSX and the Nasdaq, providing it with greater exposure to capital markets than is currently available to Ceapro. The Resulting Issuer will have a market capitalization of approximately $25.4 million (on a non-diluted basis, based on the closing price of the Shares on the TSXV and of the Aeterna Zentaris Shares on the TSX on February 9, 2024).
Stronger Financial Position and Flexibility. The Resulting Issuer will have increased financial flexibility with enhanced free cash flow and a strengthened balance sheet, with approximately $57 million in unrestricted cash as at September 30, 2023 on a pro forma basis.
Meaningful Participation by Shareholders in the Future Growth of the Resulting Issuer. Upon completion of the Arrangement, the Shareholders will hold approximately 50% of the Resulting Issuer on a pro forma basis, assuming the exercise of all of the Aeterna Zentaris New Warrants and based on the number of Shares and Aeterna Zentaris Shares issued and outstanding as of market close on December 13, 2023. The combination of Ceapro with Aeterna Zentaris is an opportunity to own shares in an established biopharmaceutical company with (i) diagnostic products which are commercialized in several countries; (ii) operations in Europe (Germany) and North America; (iii) enhanced capital markets profile, financing capacity and access to capital, and (iv) the opportunity for synergies. The complementary nature of Ceapro’s and Aeterna Zentaris’ combined asset base is expected to provide significant upside, increased diversification, less risk and the potential for improved efficiencies. The Resulting Issuer is expected to be a long term sustainable business, which is optimally positioned to deliver value to shareholders as the biopharma sector recovers from its current trough.
Synergies. The Resulting Issuer is expected to right-size the administrative costs and prioritize funds on products and programs that have the best chance to succeed and create value inflection points.
Experienced Leadership. The Parties have expertise that can build upon each other resulting in a stronger company. For example, Aeterna Zentaris is adept at navigating the conduct of human clinical trials and the critical regulatory approval process required to bring pharmaceutical products to market, which provides a synergistic addition to Ceapro as it continues to advance higher value pharmaceutical opportunities for Ceapro’s active ingredients and technologies.
Succession Planning. Renewal at both the executive and board levels is both healthy and commonplace at leading publicly traded organizations. As integration efforts proceed and the combined companies move forward as one, the board of the Resulting Issuer will consider what changes are desirable to match the needs of the new
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business. In addition, following a successful integration, the board of the Resulting Issuer will also consider the leadership team mix. The Resulting Issuer’s stronghold in North America and combination of assets are expected to further efforts to attract top tier talent.

Comprehensive Negotiations. The Arrangement Agreement was the result of a comprehensive negotiation process and was undertaken with the oversight and participation of the Special Committee and the legal and financial advisors of Ceapro.
Due diligence. Management of Ceapro and its technical, legal and financial advisors conducted extensive due diligence on Aeterna Zentaris.
Fairness Opinion. The Fairness Opinion concludes that the Exchange Ratio is fair, from a financial point of view, to the Securityholders.
Options. The Arrangement is not detrimental to the interests of Optionholders as Optionholders will receive Replacement Options in exchange for their Options.
Conduct of Ceapro’s Business. The restrictions imposed on Ceapro’s business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome.
Ceapro Support. Aeterna Zentaris has entered into the Aeterna Zentaris Lock-Up Agreements with the Ceapro Supporting Parties whereby it has secured support for the approval of the Arrangement by Shareholders and Optionholders who beneficially own, or exercise control or direction over, 1,990,468 Shares, representing approximately 2.54% of the outstanding Shares, and 1,985,000 Options, for a total of 3,975,468 Securities, or approximately 4.90% of the total outstanding Securities as of the Record Date.
Aeterna Zentaris Support. Ceapro has entered into the Ceapro Lock-Up Agreements with the Aeterna Zentaris Supporting Parties whereby it has their secured support for the approval of the Arrangement by Aeterna Zentaris Shareholders who beneficially own, or exercise control or direction over, 6,756 Aeterna Zentaris Shares, representing approximately 0.14% of the outstanding Aeterna Zentaris Shares as of the Record Date.
Arms’ Length. To the knowledge of the Board, the terms and conditions of the Aeterna Zentaris Lock-Up Agreements and the Ceapro Lock-Up Agreements were negotiated at arms’ length between the parties thereto.
Deal Certainty. The completion of the Arrangement is subject to a limited number of conditions, which in the view of the Special Committee, after receiving legal and financial advice, are reasonable in the circumstances. Accordingly, it offers relative deal certainty.
Dissent Rights. The Shareholders have been granted the right to dissent and, subject to certain conditions, have their Shares transferred to Aeterna Zentaris against payment by Ceapro of their fair value.
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Court Approval. The Arrangement must be approved by the Court, which will consider, among other things, the fairness of the Arrangement to the Securityholders.
Ability to respond to Unsolicited Superior Proposal. If a superior proposal to purchase the Shares materializes, the Arrangement Agreement allows the Board to engage in discussions or negotiations with respect to an unsolicited proposal at any time before the approval of the Arrangement by the Securityholders and after the Board determines, in good faith, that such a proposal could reasonably be expected to lead to a superior proposal. The amount of the termination fee of $500,000 payable by the Company in certain circumstances is reasonable and consistent with prevailing market terms.
Risks. The business, operations, assets, financial condition, operating results and prospects of the Company are subject to significant uncertainty, including prevailing market conditions in the biopharmaceutical sector.

See “ The Arrangement – Reasons for the Recommendations ”.

Market for Securities and Trading Price

The Shares are listed on the TSXV under the symbol “CZO”. On December 13, 2023, the last trading day on which the Shares traded prior to the announcement of the Arrangement, the closing price of the Shares on the TSXV was $0.225.

See “ Appendix F – Information Concerning Ceapro – Trading Price and Volume of Shares ”.

Procedure for Exchange of Shares and Options

A Letter of Transmittal is being sent to Registered Shareholders with this Circular. From and after the Effective Time, certificates or DRS Advices formerly representing Shares shall represent only the right to receive Consideration Shares to which the holders thereof are entitled pursuant to the Arrangement. In order to receive Consideration Shares following the completion of the Arrangement, registered holders of Shares must deposit with the Depositary (at the addresses specified in the Letter of Transmittal) a duly completed Letter of Transmittal together with the certificates or DRS Advices representing the holder’s Shares and such other documents and instruments as the Depositary may reasonably require.

Shareholders whose Shares are registered in the name of an Intermediary must contact their nominee to deposit their Shares.

Optionholders will not be required to complete and return a Letter of Transmittal or surrender the stock option agreements representing their Options in order to receive the Replacement Options. On the Effective Date, the Resulting Issuer will issue instruments representing the Replacement Options issued in exchange for the Options pursuant to the Arrangement which will be forwarded to the address of the Optionholders as shown on the register maintained by the Company.

” See “ The Arrangement – Procedure for the Arrangement Becoming Effective .

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Treatment of Fractional Securities

No DRS Advices or certificates representing fractional Consideration Shares or instruments representing fractional Replacement Options shall be issued pursuant to the Arrangement. In the event that a Shareholder or Optionholder would otherwise be entitled to fractional Consideration Shares or Replacement Options, the number of Consideration Shares or Replacement Options issued to such holder of Shares or Options shall be rounded down to the next whole number of Consideration Shares or Replacement Options, as applicable.

See “ Procedures for the Surrender of Securities and Receipt of Consideration – Fractional Securities ”.

Business of the Resulting Issuer

The Resulting Issuer will combine Ceapro’s business relating to the development and commercialization of natural products for the personal care, cosmetic, human and animal health industries using proprietary technology and natural renewable resources, and to the development of innovative products, technologies and delivery systems, with Aeterna Zentaris’ business relating to the development and commercialization of therapeutics and diagnostic tests. The Resulting Issuer is expected to benefit from a diversified commercial and development product pipeline, an expanded pharmaceutical research and development capabilities, a greater potential for stable cashflow to support research and development of potentially higher return pharmaceutical products, a stronger financial position and flexibility, strengthened expertise and efficiencies, and North American and European operations.

See “ Appendix H – Information Concerning the Resulting Issuer ”.

Selected Pro Forma Financial Information for the Resulting Issuer upon Completion of the Arrangement

The following table sets forth certain selected unaudited, pro forma consolidated financial information for the Resulting Issuer after giving effect to the Arrangement. Such financial information is based on certain assumptions and adjustments and thus may not necessarily be indicative of the Resulting Issuer’s consolidated financial position if the events reflected therein were in effect for the periods presented, nor do they purport to project the Resulting Issuer’s financial position or results from operations for any future period. Actual amounts recorded upon the completion of the Arrangement will differ from the pro forma information presented below. No attempt has been made to calculate or estimate potential synergies between Ceapro and Aeterna Zentaris. The following information should be read in conjunction with the Resulting Issuer Pro Forma Financial Statements set forth elsewhere in this Circular. See “Appendix I – Pro Forma Financial Statements of the Resulting Issuer (Unaudited)”.

Current Assets Current Liabilities Shareholders’ Equity	Pro Forma as at September 30, 2023 after Giving Effect to the Arrangement
	$67,953,901 $7,742,904 $61,336,501

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Aeterna Zentaris Lock-Up Agreements

All of the directors and officers of Ceapro who beneficially own, or exercise control or direction over, 1,990,468 Shares, representing approximately 2.54% of the outstanding Shares, and 1,985,000 Options, for a total of 3,975,468 Securities, or approximately 4.90% of the total outstanding Securities as of the Record Date, have entered into Aeterna Zentaris Lock-Up Agreements. The Aeterna Zentaris Lock-Up Agreements provide, among other things, that such parties will vote all of their Securities in favour of the Arrangement Resolution.

See “ The Arrangement – Aeterna Zentaris Lock-Up Agreements ”.

Canadian Securities Laws

All Securityholders are urged to obtain legal advice to determine the Canadian conditions and restrictions applicable to trades in the securities issuable pursuant to the Arrangement.

The Consideration Shares received pursuant to the Arrangement will not be legended and may be resold in each of the provinces of Canada provided that (i) Aeterna Zentaris is a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” as defined NI 45-102; (iii) no unusual effort is made to prepare the market or to create a demand for the Consideration Shares; (iv) no extraordinary commission or consideration is paid to a Person in respect of such sale; and (v) if the selling securityholder is an “insider” or “officer” of Aeterna Zentaris (as such terms are defined by applicable Canadian Securities Laws), the insider or officer has no reasonable grounds to believe that Aeterna Zentaris is in default under applicable Canadian Securities laws.

See “ Securities Law Matters – Canadian Securities Laws ”.

U.S. Securities Laws

All Securityholders in the United States are urged to obtain legal advice to ensure that the resale of securities complies with applicable U.S. Securities Laws and to determine the U.S. conditions and restrictions applicable to transfer of the Consideration Shares and Replacement Options issuable pursuant to the Arrangement.

The Consideration Shares and the Replacement Options issuable under the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be issued in reliance upon the Section 3(a)(10) Exemption and similar exemptions under the securities laws of the respective U.S. states in which Securityholders reside. However, the Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of such Replacement Options and, therefore, any Aeterna Zentaris Shares issuable upon exercise of the Replacement Options cannot be issued in the United States in reliance on the Section 3(a)(10) Exemption and the Replacement Options may only be exercised pursuant to a registration statement that has been declared effective by the SEC and is available for the issuance of such Aeterna Zentaris Shares, or pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and the securities laws of any applicable state of the United States.

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Under the Arrangement Agreement, Aeterna Zentaris has agreed to promptly file, as soon as reasonably practicable after the Effective Date and to the extent allowed by applicable Law, a registration statement on Form S-8 with the SEC. This registration statement is for the issuance of Aeterna Zentaris Shares issuable upon exercise of the Replacement Options. If applicable Law prohibits the use of Form S-8 for this purpose, Aeterna Zentaris will promptly file an appropriate alternative registration statement to register the resale of the Aeterna Zentaris Shares issuable upon exercise of the Replacement Options. Additionally, Aeterna Zentaris will undertake all necessary actions to ensure the Aeterna Zentaris Shares can be issued without restrictive legends, in compliance with applicable Law.

See “ Securities Law Matters – U.S. Securities Laws ”.

Summary of Canadian Federal Income Tax Considerations

For a summary of certain material Canadian federal income tax consequences of the Arrangement to certain Shareholders, see “ Principal Canadian Federal ” Income Tax Considerations . Such summary is not intended to be legal or tax advice to any particular Shareholder.

Securityholders should consult their own tax advisors with respect to their particular circumstances and the income tax consequences of the Arrangement to them, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Summary of US Federal Income Tax Considerations

For a summary of certain material US federal income tax consequences of the Arrangement to certain Shareholders, see “ Principal US Federal Income Tax ” Considerations . Such summary is not intended to be legal or tax advice to any particular Shareholder.

Dissent Rights

In connection with the Arrangement, Registered Shareholders may exercise Dissent Rights with respect to Shares held by such Dissenting Shareholders, pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with the terms of the Plan of Arrangement shall be deemed to have transferred all Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company free and clear of all Liens, and will be entitled to be paid by Ceapro the fair value of the Shares in respect of which Dissent Rights were validly exercised.

To exercise Dissent Rights, a Registered Shareholder must dissent with respect to all Shares of which it is the registered and beneficial owner. A Registered Shareholder who wishes to dissent must ensure that such Dissent Notice is received by the Company at the Company’s head office, 7824 51 Av. NW, Edmonton, Alberta T6E 6W2, Attention: Stacy Prefontaine, CFO, not later than 9:00 a.m. (MST) on March 8, 2024 or not less than 48 hours (excluding Saturday, Sundays and statutory holidays in Edmonton, Alberta) prior to the time set for the Meeting or to any adjournment(s) or postponement(s) thereof. Any failure by a Shareholder to fully comply with the provisions of the CBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of that holder’s Dissent Rights.

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It is a condition to Aeterna Zentaris’ obligation to complete the Arrangement that Shareholders holding no more than 10% of the Shares shall have exercised Dissent Rights that have not been withdrawn as at the Effective Date.

The statutory provisions covering the right to dissent are technical and complex. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of the CBCA, as modified by the Interim Order and the Plan of Arrangement. Failure to adhere to the procedures established therein may result in the loss of all rights thereunder. Accordingly, each Dissenting Shareholder who might desire to exercise Dissent Rights should consult its own legal advisor.

See “ Dissent Rights ” and “ The Arrangement Agreement – Conditions Precedent – Additional Conditions in Favour of Aeterna Zentaris”.

Risk Factors

Risk factors related to the Arrangement include:

Ceapro and Aeterna Zentaris may fail to realize the anticipated benefits of the Arrangement;
the conditions precedent may not be satisfied or waived which may result in the Arrangement not being completed;
the Arrangement Agreement could be terminated and Ceapro could be required to pay a Ceapro Termination Fee of $500,000;
there may be unknown liabilities associated with the Arrangement;
the pending Arrangement could cause the attention of the Ceapro’s management to be diverted from the day-to-day operations;
Ceapro has incurred and will continue to incur significant costs relating to the Arrangement, regardless of whether the Arrangement is completed or not completed;
the Fairness Opinion may not be accurate;
Shareholders will receive a fixed number of Consideration Shares at the Exchange Ratio, which may not reflect the current market value of the Shares or their market value upon completion of the Arrangement;
Shareholders may exercise Dissent Rights;
Securityholders will forego any potential future increase in the Company’s value as an independent public company that might result from its future growth (other than through any increase in value of Aeterna Zentaris Shares);
the Arrangement Agreement contains limitations on the Company’s ability to solicit alternative transactions from third parties;
the Arrangement Agreement imposes certain restrictions on the conduct of Ceapro’s business during the Interim Period;
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information provided by Aeterna Zentaris and presented in this circular may be inaccurate or incomplete;
the increase in the number of Aeterna Zentaris Shares available for trading in the public market may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, the Aeterna Zentaris Shares;
the Resulting Issuer may, in its sole discretion, issue additional Aeterna Zentaris Shares or other securities (equity, debt or otherwise) from time to time, and the interests of the holders of Aeterna Zentaris Shares may be diluted thereby;
Ceapro and Aeterna Zentaris may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed;
the Board considered, among other things, certain financial projections, prepared by Ceapro management, with respect to each of Ceapro and Aeterna Zentaris, which are based on assumptions and information available at the time the projections were prepared and which may not be realized;
the Resulting Issuer may not meet the listing requirements of the Nasdaq or the TSX;
the Aeterna Zentaris Share Consolidation that may take place in connection with the completion of the Arrangement may not have the intended effect on the per share market price of the Aeterna Zentaris Shares following the completion of the Arrangement; and
there may be certain adverse effects to Securityholders under U.S. tax laws.

See “ Risk Factors relating to the Arrangement ”.

The risk factors listed above are an abbreviated list of risk factors summarized under “ Risk Factors relating to the Arrangement ”. In addition, a list of various risk factors related to the Resulting Issuer is set out in “Appendix H – Information Concerning the Resulting Issuer – Risk Factors”. Shareholders should carefully consider all such risk factors.

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GENERAL PROXY MATTERS

Time and Location of the Meeting

The Meeting will be held at 9:00 a.m. (MST) on March 12, 2024 virtually via live audio webcast online at www.virtualshareholdermeeting.com/CZO2024SM. Online check-in will begin at 8:45 a.m. (MST), and Securityholders are encouraged to allow ample time for the online check-in procedures.

Quorum

A quorum for the transaction of business at the Meeting is present if at least two persons who, together, hold or represent by proxy not less than 5% of the votes attaching to the outstanding Shares entitled to vote at the Meeting, are present virtually or represented by proxy. In the event that a quorum is not present at the time fixed for the Meeting, the Meeting shall stand adjourned to the next Business Day at the same time. No notice of the adjourned Meeting shall be required and, if at such adjourned Meeting a quorum is not present, the Securityholders present and entitled to vote at such adjourned Meeting virtually or represented by proxy shall constitute quorum for all purposes.

Attending and Participating in the Meeting

The Company is holding the Meeting in a virtual-only format, which will be conducted via live webcast. Securityholders will not be able to attend the Meeting in person. The Company is holding the Meeting in a virtualonly format in order to provide Securityholders with an equal opportunity to attend and participate at the Meeting regardless of their geographic location or the particular constraints or circumstances that they may face.

In order to attend, participate or vote at the Meeting (including for asking questions at the Meeting), Securityholders need to visit www.virtualshareholdermeeting.com/CZO2024SM and login by entering the 16-digit control number included either on their Instrument of Proxy or voting instruction form that accompanied their proxy materials, as applicable, into the “Shareholder Login” section and clicking “Join Meeting”.

If Securityholders have been appointed as Third-Party Proxyholder for a Registered Securityholder or Non-Registered Shareholder, or if they are a Non-Registered Shareholder and have duly appointed themselves as proxyholder, they can access the Meeting, and participate and vote at the Meeting during the live audio webcast, by logging into www.virtualshareholdermeeting.com/CZO2024SM, entering the Appointee Name and the 8-character Appointee Identification Number exactly as it was provided and click on “Submit”.

Only Registered Securityholders and duly appointed proxyholders will be able to participate and vote at the Meeting. For additional information relating to voting by proxy and the appointment of proxies, see “ General Proxy Matters – Registered Shareholders” and “ General Proxy Matters – Appointment of Proxies ”.

If Securityholders or their duly appointed proxyholders virtually attend the Meeting, it is important that they are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is their responsibility to ensure connectivity for the duration of the Meeting. They should allow ample time to check into the Meeting online and complete the related procedures.

Solicitation of Proxies

In addition to solicitation by mail, the directors, officers, employees and agents of Ceapro, may solicit proxies from Securityholders by personal interview, telephone, email, fax or otherwise. Ceapro will pay the cost of printing and filing of this Circular and the Instrument of Proxy. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of Shares for the forwarding of solicitation materials to the beneficial owners of Shares. Ceapro will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials. Ceapro has retained Morrow Sodali LLC (“ Morrow Sodali ”) to assist it in soliciting proxies. Ceapro will pay the fees of Morrow Sodali, which Ceapro expects to be approximately $150,000, plus reimbursement of out-of-pocket expenses.

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No Person is authorized to give any information or to make any representation other than those contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The delivery of this Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date hereof .

Appointment of Proxies

Registered Securityholders who wish to appoint another person (other than the named proxyholders) and NonRegistered Shareholders who wish to either appoint themselves or another person (other than the named proxyholders) as proxyholder for the Meeting are encouraged to register their appointment online at www.proxyvote.com. This will reduce the risk of any mail disruptions in the current environment and will allow Securityholders to share the Appointee Information they have created with any other person they have appointed to represent them at the Meeting more easily. If Securityholders do not designate the Appointee Information when completing their Instrument of Proxy or voting instruction form or if Securityholders do not provide the exact Appointee Identification Number and Appointee Name to any other person (other than the named proxyholders) who has been appointed to access and vote at the Meeting on their behalf, that other person will not be able to access the Meeting and vote on their behalf.

Securityholders must provide their Appointee with the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER that Securityholders enter.

IF SECURITYHOLDERS DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, THEIR APPOINTEE WILL NOT BE ABLE TO ACCESS THE MEETING.

Non-Registered Shareholders located in the United States must also provide Broadridge Financial Services, Inc. (“Broadridge”) with a duly completed legal proxy if they wish to attend, participate or vote at the Meeting or, if permitted, appoint a Third-Party Proxyholder.

The proxy deadline is at 9:00 a.m. (MST) on March 8, 2024 or in case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the adjournment or postponement thereof.

A Securityholder’s Instrument of Proxy or voting instructions must be received by the proxy deadline. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice. For instructions regarding the delivery of Instruments of Proxy, see below under the heading “ Registered Shareholders ”.

Voting by Proxyholders

The Persons named in the Instrument of Proxy will vote the Securities represented thereby in accordance with the instructions of the Securityholder on any ballot that may be called for. If Securityholders specify a choice with respect to any matter to be acted upon, their Securities will be voted accordingly. In respect of a matter for which a choice is not specified in the Instrument of Proxy, the Persons named in the Instrument of Proxy will vote the Securities represented by the Instrument of Proxy FOR the approval of such matter. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast.

The Instrument of Proxy confers discretionary authority on the Persons named therein with respect to: (i) each matter or group of matters identified therein for which a choice is not specified; (ii) any amendment to or variation of any matter identified therein; and (iii) any other matter that properly comes before the Meeting.

As of the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management of the Company should properly come before the Meeting, the Instrument of Proxy will be voted on such matters in accordance with the best judgment of the named proxy.

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Signature of Proxy

The applicable Instrument of Proxy must be executed by the registered Securityholder or its attorney authorized in writing, or if the Securityholder is a corporation, the applicable Instrument of Proxy should be signed in its corporate name under its corporate seal (if required) by an authorized officer whose title should be indicated. An Instrument of Proxy signed by a Person acting as attorney or in some other representative capacity should reflect such Person’s capacity following its signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Company).

Registered Shareholders

Registered Securityholders and duly appointed proxyholders may vote on matters presented at the Meeting in any of the following ways:

Virtually. Securityholders may vote by completing a ballot online during the Meeting. Securityholders need to visit www.virtualshareholdermeeting.com/CZO2024SM and log in using the 16-digit control number included on their Instrument of Proxy.
Via the Internet. Securityholders may vote through the internet by going to www.proxyvote.com, entering the 16-digit control number found on the instrument of proxy and following the instructions.
Via Mail. Securityholders may vote by dating, signing and returning the Instrument of Proxy to Broadridge. To be valid, completed Instruments of Proxy must be dated, signed and deposited with Broadridge by mail to: Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario L3R 9Z9 .

Failure to deliver the Instrument of Proxy by 9:00 a.m. (MST) on March 8, 2024 or, in case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Sundays, Saturdays and statutory holidays in the Province of Alberta) prior to the adjournment or postponement thereof, may result in its invalidation.

Non-Registered Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name . Non-Registered Shareholders should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Intermediary. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Shares held by Intermediaries or their agents or nominees can only be voted upon the instructions of the Non-Registered Shareholder. Without specific instructions, Intermediaries and their agents and nominees are prohibited from voting Shares for the Intermediary’s clients. Therefore, Non-Registered Shareholders should contact their broker or other Intermediary as soon as practicable to ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

In accordance with the requirements of NI 54-101, the Company has distributed copies of the Meeting materials to Intermediaries for onward distribution to Non-Registered Shareholders.

Non-Registered Shareholders fall into two categories — those who object to their identity being known to the issuers of the securities which they own (“ OBOs ”) and those who do not object to their identity being made known to the issuers of the securities which they own (“ NOBOs ”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Company or its agent has sent the Meeting materials directly to you, their name, address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Shares on your behalf.

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The Company’s OBOs can expect to be contacted by their Intermediary. The Company intends to pay for Intermediaries to deliver the Meeting materials to OBOs.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the Instrument of Proxy supplied to a Non-Registered Shareholders by its Intermediary is identical to the Instrument of Proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the Instrument of Proxy. The Non-Registered Shareholder is requested to complete and return the voting instruction form to them by mail or facsimile. Alternatively, the NonRegistered Shareholder can call a toll-free telephone number or visit www.proxyvote.com to vote the Shares held by the Non-Registered Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Non-Registered Shareholder receiving a voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have the Shares voted.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of its Intermediary (or agent of the Intermediary), a Non-Registered Shareholder may attend at the Meeting as proxyholder for a Registered Shareholder and vote the Shares in that capacity. Non-Registered Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for a Registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their Intermediary (or the Intermediary’s agent) in accordance with the instructions provided by such Intermediary (or agent), well in advance of the Meeting.

Revocation of Proxy

A Securityholder may change its vote after delivering a proxy, by submitting a new, later dated, proxy before the proxy deadline.

A Securityholder may revoke its proxy by completing and executing another proxy bearing a later date and depositing such proxy with Broadridge before the proxy deadline, or by depositing an instrument in writing, expressly revoking such proxy executed by such Registered Securityholder or its attorney authorized in writing either with Broadridge by no later than the proxy deadline, addressed to the Chair of the Meeting, prior to the commencement of the Meeting on the day of the Meeting or any postponement or adjournment thereof.

Non-Registered Shareholders should follow instructions provided to them by their Intermediary.

VOTING SECURITIES AND PRINCIPAL HOLDERS

Record Date

The Board and the Court have fixed January 12, 2024 as the record date (the “ Record Date ”) for the determination of the Securityholders entitled to receive the Notice of Meeting. Securityholders of record at the close of business on the Record Date will be entitled to vote at the Meeting and at any adjournment(s) or postponement(s) thereof.

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With respect to Shareholders who acquire Shares after the Record Date, such Persons will not be entitled to vote at the Meeting unless, after the Record Date, (i) the transferee of such Shares produces properly endorsed Share certificates evidencing such Shares or otherwise establishing that it owns such Shares, and (ii) the transferee requests, at least 10 days before the Meeting, that it be included in the list of Shareholders entitled to vote.

Voting Securities

Each Security will entitle the holder of record thereof to one vote at the Meeting.

The Company is authorized to issue an unlimited number of Shares. As at the Record Date, there were 78,293,177 Shares and 2,878,666 Options issued and outstanding. All Securityholders of record at the close of business on the Record Date are entitled either to attend the Meeting virtually and vote the Shares held by them virtually or, provided a completed and executed Instrument of Proxy shall have been delivered to the Broadridge within the time specified in the Notice of Meeting, to have a proxy attend and vote the Securities in accordance with such Securityholder’s instructions.

Principal Holders

As at the Record Date, to the knowledge of the Company, and based on the Company’s review of the records maintained by Broadridge, SEDAR+ and insider reports filed with SEDI, no Person beneficially owns, or controls or directs, directly or indirectly, 10% or more of any class of voting securities of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

Approval of the Arrangement Resolution

At the Meeting, Securityholders will be asked to consider, and if deemed advisable, approve, with or without variation, the Arrangement Resolution to effect the Arrangement.

Pursuant to the Interim Order, the Arrangement Resolution must be approved by (i) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting; and (ii) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy at the Meeting, voting together as a single class. The Arrangement Resolution must receive the requisite Securityholder approval in order for the Company to seek the Final Order and implement the Arrangement in accordance with the terms of the Final Order. See “ The Arrangement ” and “ The Arrangement Agreement ” for further details regarding the Arrangement and the Arrangement Agreement, respectively.

Unless otherwise directed and if named as proxy, it is the intention of the Persons named in the Instrument of Proxy to vote in favour of the Arrangement Resolution. See “ General Proxy Matters – Voting by Proxyholders ”.

Additional Business

At the Meeting, the Securityholders will transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Management of the Company knows of no amendments, variations or other matters to come before the Meeting, other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the Instrument of Proxy confers discretionary authority to vote on such amendments, variations and other matters and the Persons named in the Instrument of Proxy, if named as proxy, will vote on such matter in accordance with their best judgment.

THE ARRANGEMENT

Background of the Arrangement

The terms of the Arrangement are the result of arm’s length negotiations between the Parties and their respective advisors. The following is a summary of material events leading up to the negotiation of the Arrangement Agreement, and the execution of the Arrangement Agreement and public announcement of the Arrangement.

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In October 2022, the Board became aware that Aeterna Zentaris was conducting a strategic review of its operations and of the opportunity to combine Ceapro’s business with the business of Aeterna Zentaris. After analyzing the merits of this opportunity internally, in early November 2022, the Board decided to express to Aeterna Zentaris its interest in pursuing a combination of their two businesses. However, after initial exploratory discussions, Aeterna Zentaris decided not to advance Ceapro to its short-list of companies with whom it would pursue negotiations towards a potential transaction.

Subsequently, in December 2022, Aeterna Zentaris informed Ceapro that it was interested in re-engaging with Ceapro regarding a potential business combination transaction. Ceapro and Aeterna Zentaris then entered into a confidentiality agreement effective December 15, 2022 and began discussions in order to explore the potential terms of such a transaction.

On December 22, 2022, following the invitation by Aeterna Zentaris to re-engage in discussions regarding a potential transaction, the Board established the Special Committee comprised exclusively of independent directors in order to oversee the process by which Ceapro would examine and evaluate opportunities available to Ceapro to achieve the listing of its shares on a foreign stock exchange, including the potential transaction with Aeterna Zentaris (the “ Proposed Transaction ”). The mandate of the Special Committee included overseeing any negotiations or discussions with respect to the Proposed Transaction or any other alternative transaction that Ceapro may consider entering into.

As of the date of this Circular, the Special Committee consists of Ronald W. Miller, who serves as Chair, Geneviève Foster and Ulrich Kosciessa. Geneviève Foster was initially the Chair of the Special Committee, but, at her request, was replaced as Chair by Ronald W. Miller on June 14, 2023, due to the requirements imposed upon her by various outside commitments. Glenn Rourke was initially a member of the Special Committee until his resignation from the Board on June 5, 2023, at which time he was replaced on the Special Committee by Ulrich Kosciessa.

Blakes was retained by Ceapro in November 2022 in order to provide legal assistance in connection with Ceapro’s initial discussions with Aeterna Zentaris at that time. Following its official formation, the Special Committee satisfied itself as to the availability and independence of Blakes, and on that basis confirmed the mandate of Blakes to act as legal advisor to the Special Committee in order to assist it in carrying out its mandate, including in connection with the Proposed Transaction.

In addition, on January 5, 2023, the Special Committee retained the Financial Advisor as its financial advisor in order to assist in the negotiation of the Proposed Transaction.

On January 7, 2023, the Special Committee submitted to Aeterna Zentaris a confidential non-binding letter of intent with respect to a combination of the respective businesses of Ceapro and Aeterna Zentaris. The letter of intent contemplated, among other things: (i) that the proposed strategic transaction would be structured as an all-stock merger acquisition by Ceapro of Aeterna Zentaris, with the shareholders of Aeterna Zentaris owning between 41-45% and the shareholders of Ceapro owning between 55-59% of the company resulting from the combination of the operations of Ceapro and Aeterna, respectively, based on the assumption that, at the closing of the transaction, Aeterna Zentaris would be in possession of between US$25 million to US$30 million of net available cash (being cash that is available for use following adjustments for certain expenses and costs related to the transaction); (ii) a governance structure that would include (A) the Chief Executive Officer of Ceapro, Gilles Gagnon, being the Chief Executive Officer of the resulting company and (B) a board of directors comprised of members from the boards of both Parties; and (iii) an exclusivity period through to April 7, 2023.

Negotiations between the Parties of the terms and conditions of the Proposed Transaction then ensued and, on the basis of such discussions, on January 12, 2023, the Special Committee submitted an updated letter of intent dated January 11, 2023 to Aeterna Zentaris, which included (i) a further revised pro forma share ownership distribution range with shareholders of Aeterna Zentaris owning between 39-47% and shareholders of Ceapro owning between 53-61% of the resulting company, respectively, and a revised target net available cash of US$25 million to US$35 million; (ii) that the board of the resulting company would include two existing member of the Aeterna Zentaris board; and (iii) an extended exclusivity period through to April 13, 2023.

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On January 22, 2023, in response to such updated letter of intent, Ceapro received a revised letter of intent from Aeterna Zentaris reflecting Aeterna Zentaris’ positions with respect to the board composition of the resulting company and Aeterna Zentaris’ net available cash position.

On January 22 and 23, 2023, the Special Committee held meetings to discuss the amended letter of intent received from Aeterna Zentaris.

On January 26, 2023, the Special Committee submitted a further updated letter of intent to Aeterna Zentaris which included revisions to the treatment of the Aeterna Zentaris’ net available cash (including the incorporation of a new adjustment for expenses related to Ceapro’s listing on the TSX and the Nasdaq), the board composition of the resulting company and an extension of the exclusivity period to March 31, 2023.

Following discussions among the financial and legal advisors of both Parties, on January 31, 2023, the Special Committee provided Aeterna Zentaris with a further revised letter of intent, which reflected further revisions to the provisions relating to the treatment of Aeterna Zentaris’ net available cash, including the treatment of certain Ceapro expenses, and the board composition of the resulting company.

On February 1, 2023, Aeterna Zentaris responded by providing the Special Committee with a further revised letter of intent, which included revisions to the provisions relating to the treatment of Aeterna Zentaris’ net available cash and the timing of its calculation and the board composition of the resulting company.

On February 5, 2023, Carolyn Egbert, Chair of the Aeterna Zentaris strategic committee of the Aeterna Zentaris board of directors, and Ronald W. Miller, Chair of the Board of Ceapro and a member of the Special Committee, had a call to discuss and resolve certain key issues between the Parties, including regarding the valuations of the Parties and the board composition of the resulting company. During such discussion, Mr. Miller conveyed to Ms. Egbert that while Ceapro intended to proceed with the transaction, it would first reconsider the proposed structure of the transaction before proposing alternative structures for the Aeterna Zentaris’ consideration.

From February 5, 2023 to February 14, 2023, Blakes and the Financial Advisor each met regularly with Aeterna Zentaris’ legal and financial advisors, Norton Rose Fulbright Canada LLP and Raymond James Ltd., respectively, in an effort to finalize the terms of the letter of intent. Following such discussions, on February 14, 2023, the Special Committee submitted a further updated letter of intent to Aeterna Zentaris, which was accepted by Aeterna Zentaris and executed by the Parties. The revised letter of intent contemplated, among other things: (i) that the transaction would instead be structured as a “reverse takeover” with Aeterna Zentaris as the purchaser and with the Aeterna Zentaris Shareholders owning 46.8% and the Shareholders owning 53.2% of the Resulting Issuer, respectively, based on an equity valuation for Aeterna Zentaris of US$22.6 million and assuming that, at the closing of the Proposed Transaction, Aeterna Zentaris would be in possession of US$35 million of net available cash, and an equity valuation for Ceapro of US$54 million; (ii) the inclusion of share purchase warrants that would be issued to existing Aeterna Zentaris Shareholders in order to unlock the net available cash value of Aeterna Zentaris; and (iii) a governance structure that would include (A) the Chief Executive Officer of Ceapro, Gilles Gagnon, being the Chief Executive Officer of the Resulting Issuer and (B) a board of directors comprised of seven members from both Parties, with two to three members being existing members of the Aeterna Zentaris board; and (iii) an exclusivity period through to March 15, 2023, with an automatic 30-day extension to April 15, 2023 if the Parties did not otherwise terminate the letter of intent.

Following execution of the non-binding letter of intent each of Ceapro and Aeterna Zentaris conducted extensive due diligence investigations of the other and both Parties continued to discuss the financial terms and structure of the Proposed Transaction. These discussions included a meeting on March 17, 2023 in Montreal between Ms. Egbert and Geneviève Foster, then the Chair of the Special Committee, in order to discuss the terms of the Proposed Transaction and the progress that the Parties had made as of such date. Following this meeting, both Ms. Egbert and Ms. Foster determined that further alignment on the terms of the Proposed Transaction was needed and both Parties instructed their advisors to continue engaging in discussions in an effort to finalize the terms of the Proposed Transaction.

From mid-March 2023 to mid-April 2023, the Parties, together with their respective legal and financial advisors, engaged in further discussions regarding the terms of the Proposed Transaction and continued to undertake legal and financial diligence of each other. As a result of such due diligence investigations and concerns that arose regarding certain pension plan obligations of Aeterna Zentaris, in mid-April 2023, the Special Committee indicated to Aeterna

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Zentaris that, while Ceapro remained committed to proceed with the Proposed Transaction, it was considering the impact of its valuation of Aeterna Zentaris’ pension plan on the overall valuation attributed to Aeterna Zentaris under the transaction and, as a consequence, requested a two week extension to the exclusivity period.

On April 16, 2023, the Special Committee submitted a revised letter of intent to Aeterna Zentaris, which was revised to reflect, among other things, (i) a decrease in Aeterna Zentaris’ valuation from US$22.6 million to US$18 million, resulting in the shareholders of Aeterna Zentaris owning 34% and the shareholders of Ceapro owning 66% of the Resulting Issuer, respectively; (ii) the removal of the net available cash closing condition and related adjustment for expenses related to Ceapro’s listing on the TSX and the Nasdaq; and (iii) the extension of the exclusivity period until May 15, 2023.

After further discussions, Ceapro and Aeterna Zentaris were unable to agree on these revised terms for the Proposed Transaction, and on April 18, 2023, Aeterna Zentaris informed Ceapro that it was no longer interested in pursuing a transaction with Ceapro.

On April 29, 2023, Aeterna Zentaris’ financial advisor informed the Financial Advisor that Aeterna Zentaris would be prepared to consider a transaction with Ceapro if the valuation to be attributed to Aeterna Zentaris was to be US$24 million, and Aeterna Zentaris Shareholders were to be issued contingent value rights in order to enable them to participate in the future economics of the existing programs at Aeterna Zentaris. The Special Committee met on May 1, 2023 in order to consider whether to revive discussions with Aeterna Zentaris on this basis and decided that it would not be in the best interests of Ceapro and its stakeholders to do so. Aeterna Zentaris was advised of such decision.

Thereafter, on June 9, 2023, Aeterna Zentaris’ financial advisor and the Financial Advisor discussed the willingness of both Parties to re-engage in discussions along the lines of the transaction last proposed by Ceapro. On June 12, 2023, the Special Committee decided to re-engage with Aeterna Zentaris under those conditions and, on June 14, 2023, the Special Committee submitted an updated letter of intent to Aeterna Zentaris, which was substantially in the same form that had been submitted to Aeterna Zentaris on April 16, 2023, except that: (i) Aeterna Zentaris’ valuation had been increased from US$18 million to US$21 million, resulting in the shareholders of Aeterna Zentaris owning 43% and the shareholders of Ceapro owning 57% of the Resulting Issuer, respectively; (ii) further clarification had been made in respect of the aggregate value of the share purchase warrants, which would be equal to the difference between the Aeterna Zentaris’ equity valuation of US$21 million and the market capitalization of Aeterna Zentaris at the date of signing of the Arrangement Agreement; and (iii) exclusivity was proposed to be extended until July 15, 2023. These revised terms were agreed to by the Parties and, following various further discussions with Aeterna Zentaris and between their respective legal and financial advisors, on July 7, 2023, Blakes delivered to Aeterna Zentaris a first draft of the Arrangement Agreement pursuant to which the Proposed Transaction would be carried out by way of plan of arrangement. On July 14, 2023, Aeterna Zentaris delivered a revised draft of the Arrangement Agreement to the Special Committee. In parallel, from mid-June to mid-August 2023, the Parties, together with their respective financial and legal advisors, recommenced legal and financial diligence and engaged in discussions regarding the various structural elements of the Proposed Transaction.

During the negotiation of the terms of the Arrangement Agreement, Aeterna Zentaris raised concerns regarding Ceapro’s second quarter financial results and the impact that they had, in part, on the relative valuations of the Parties, and took the position that the terms of the Proposed Transaction must be amended to reflect a merger of equals transaction structure, whereby the shareholders of Aeterna Zentaris and Ceapro would each own approximately 50% of the Resulting Issuer on the closing of the transaction and the board of the Resulting Issuer would reflect proportionate representation from each of Ceapro and Aeterna Zentaris.

Despite these concerns raised by Aeterna Zentaris, between September 3, 2023 and October 11, 2023, the Parties, together with their respective legal and financial advisors, engaged in discussions and recurring meetings regarding various elements of the Proposed Transaction and in cross-functional due diligence in order to maintain momentum of the diligence process.

On October 11, 2023, the Special Committee, on the advice of its legal and financial advisors and taking into account all of the relevant factors, including that the transaction would provide Ceapro with access to cash on terms more favourable than alternative means of raising cash, determined that it would be in the best interests of Ceapro to continue to pursue a transaction with Aeterna Zentaris on the revised terms proposed by Aeterna Zentaris, subject to the need

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for further discussions regarding the composition of the board of the Resulting Issuer. Thereafter, the Parties worked towards finalizing the terms of the Arrangement Agreement in order to reflect these revised terms.

On October 20, 2023, Blakes delivered a revised draft of the Arrangement Agreement to Aeterna Zentaris. On November 1, 2023, Aeterna Zentaris delivered a revised draft of the Arrangement Agreement to the Special Committee. Between November 1, 2023 and December 13, 2023, the Parties and their respective financial and legal advisors finalized their due diligence reviews and the proposed terms of the Arrangement Agreement and advanced the ancillary documents with a view to completing the negotiations and, if desirable, seeking final approval of their respective bords of directors. Over the course of this period, numerous further drafts of the Arrangement Agreement and ancillary documents were exchanged between the parties.

On December 13, 2023, the Special Committee met with the entire Board (excluding the Non-Participating Director) and with the Financial Advisor and Blakes. At such meeting, the Financial Advisor provided, in the form of a final draft, the Fairness Opinion to the effect that the Exchange Ratio is fair from a financial point of view to the Securityholders and indicated its intention to deliver final signed version of the Fairness Opinion upon the signing of the Arrangement Agreement reflecting the Arrangement. At this meeting, the Special Committee and the Board also reviewed the terms of the draft Arrangement Agreement in detail and considered them to be reasonable in the circumstances. After discussion and consideration, the Special Committee unanimously determined that the terms and conditions of the Arrangement are fair to Securityholders and that the Arrangement is in the best interests of Ceapro and accordingly unanimously recommended that the Board approve the Arrangement and recommend that the Securityholders vote in favour of it.

Throughout the evening of December 13, 2023 and the morning of December 14, 2023, the Parties, assisted by their respective legal and financial advisors, finalized the terms of the Arrangement Agreement and other transaction documents. The Parties executed the Arrangement Agreement early in the morning on December 14, 2023 and jointly announced the Arrangement prior to markets opening on December 14, 2023.

On January 16, 2024, the Arrangement Agreement was amended by the Parties to clarify the timing and sequence of the steps involved in the Plan of Arrangement.

Recommendations of the Special Committee

The Special Committee, after careful consideration, including a thorough review of the Arrangement Agreement,, the Fairness Opinion and other matters considered relevant, including the matters discussed below under the heading “ The Arrangement – Reasons for the Recommendations ”, and following consultation with management (excluding Gilles Gagnon due to his role as a director of Aeterna Zentaris) and its financial and legal advisors, unanimously determined that the terms and conditions of the Arrangement are fair to Securityholders and that the Arrangement is in the best interests of Ceapro and accordingly unanimously recommended that the Board determine that the Arrangement is in the best interests of Ceapro and fair to the Securityholders and recommend that the Securityholders vote FOR the Arrangement Resolution.

Recommendations of the Board

The Board (with the Non-Participating Director abstaining), after receiving the unanimous recommendation of the Special Committee and following careful consideration of, among other things, the Fairness Opinion, the terms and conditions set forth in the Arrangement Agreement, the matters discussed below under the heading “ The Arrangement ” – Reasons for the Recommendations and advice from its financial and legal advisors, unanimously determined that the Arrangement is in the best interests of Ceapro and fair to the Securityholders and unanimously recommends that the Securityholders vote FOR the Arrangement Resolution.

In adopting the Special Committee’s recommendations and concluding that the Arrangement is in the best interests of Ceapro and fair to the Securityholders, the Board (with the Non-Participating Director abstaining) considered and relied upon the same factors and considerations that the Special Committee relied upon, as described below, and adopted as its own the Special Committee’s analysis and conclusions in their entirety.

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Reasons for the Recommendations

In determining that the Arrangement is in the best interests of the Ceapro and fair to the Securityholders, the Special Committee, with the assistance of financial and legal advisors, carefully reviewed the proposed Arrangement and the terms and conditions of the Arrangement Agreement and related agreements and documents and considered and relied upon a number of substantive factors, including the following.

The Board has identified the following potential benefits following the completion of the Arrangement:

Recurring revenue to support business expansion. After giving effect to the Arrangement, the Resulting Issuer is expected to benefit from ongoing revenue from existing Ceapro products, which provide near term revenue owing to the streamlined development and commercialization opportunities in the cosmeceutical and nutraceutical space, along with license revenue from the partnering of Aeterna Zentaris’ pharmaceutical products, including macimorelin (Macrilen®; Ghryvelin™), which have the potential to create long-term value for investors. These revenue streams are planned to be used to support the development of high potential-return products, ideally creating growing and sustainable revenue, and represent a more diversified value proposition for investors. The pipeline of products being developed should generate an increased and consistent news flow, a key supporting factor in investor interest.
Diversified commercial and development product pipeline. The Resulting Issuer is anticipated to have a stronghold in the active ingredients market and value-driving cosmeceutical products (i.e. oat beta glucan and avenanthramides, which are found in leading skincare product brands including Aveeno, Jergens, Neutrogena, Lubriderm and other leading brand names) and nutraceuticals. The Resulting Issuer is also expected to benefit from an extensive pipeline of innovative products in development, including Ceapro’s quicker to market biotechnology products and Aeterna Zentaris’ potentially higher return, but longer-horizon, products. With this pipeline rejuvenation, the Resulting Issuer is expected to boast:
more products in the pipeline that are closer to potential commercialization;
an enhanced ability to strategically focus financial and company resources in a manner that provides the most value to the Resulting Issuer and Shareholders; and
a more compelling value proposition and lower risk profile.
Expanded pharmaceutical research and development capabilities. Both Ceapro and Aeterna Zentaris bring deep expertise and knowledge that are expected to play a key role in advancing the Resulting Issuer and its development pipeline. The Resulting Issuer will have the infrastructure to support development activities and potentially offer improved efficiencies, in addition to cost savings. The Resulting Issuer will also have an expanded development pipeline of products which it is committed to prioritizing as management evaluates what will provide the best overall potential for the Resulting Issuer, shareholders and consumers.
Improved Trading Liquidity and Capital Markets Exposure. Subject to Regulatory Approvals, the Resulting Issuer will be listed on both the TSX and the Nasdaq, providing it with greater exposure to capital markets than is currently available to Ceapro. The Resulting Issuer will have a market capitalization of approximately $25.4 million (on a non-diluted basis, based on the closing price of the Shares on the TSXV and of the Aeterna Zentaris Shares on the TSX on February 9, 2024).
Stronger Financial Position and Flexibility. The Resulting Issuer will have increased financial flexibility with enhanced free cash flow and a strengthened balance sheet, with approximately $57 million in unrestricted cash as at September 30, 2023 on a pro forma basis.
Meaningful Participation by Shareholders in the Future Growth of the Resulting Issuer. Upon completion of the Arrangement, the Shareholders will hold approximately 50% of the Resulting Issuer on a pro forma basis, assuming the exercise of all of the Aeterna Zentaris New Warrants and based on the number of Shares and Aeterna Zentaris Shares issued and outstanding as of market close on December 13, 2023. The combination of Ceapro with Aeterna Zentaris is an opportunity to own shares in an established biopharmaceutical company with (i) diagnostic products which are commercialized in several countries; (ii) operations in Europe (Germany) and North America; (iii) enhanced capital markets profile, financing
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capacity and access to capital, and (iv) the opportunity for synergies. The complementary nature of Ceapro’s and Aeterna Zentaris’ combined asset base is expected to provide significant upside, increased diversification, less risk and the potential for improved efficiencies. The Resulting Issuer is expected to be a long term sustainable business, which is optimally positioned to deliver value to shareholders as the biopharma sector recovers from its current trough.

Synergies. The Resulting Issuer is expected to right-size the administrative costs and prioritize funds on products and programs that have the best chance to succeed and create value inflection points.
Experienced Leadership. The Parties have expertise that can build upon each other resulting in a stronger company. For example, Aeterna Zentaris is adept at navigating the conduct of human clinical trials and the critical regulatory approval process required to bring pharmaceutical products to market, which provides a synergistic addition to Ceapro as it continues to advance higher value pharmaceutical opportunities for Ceapro’s active ingredients and technologies.
Succession Planning. Renewal at both the executive and board levels is both healthy and commonplace at leading publicly traded organizations. As integration efforts proceed and the combined companies move forward as one, the board of the Resulting Issuer will consider what changes are desirable to match the needs of the new business. In addition, following a successful integration, the board of the Resulting Issuer will also consider the leadership team mix. The Resulting Issuer’s stronghold in North America and combination of assets are expected to further efforts to attract top tier talent.
Comprehensive Negotiations. The Arrangement Agreement was the result of a comprehensive negotiation process and was undertaken with the oversight and participation of the Special Committee and the legal and financial advisors of Ceapro.
Due diligence. Management of Ceapro and its technical, legal and financial advisors conducted extensive due diligence on Aeterna Zentaris.
Fairness Opinion. The Fairness Opinion concludes that the Exchange Ratio is fair, from a financial point of view, to the Securityholders.
Options. The Arrangement is not detrimental to the interests of Optionholders as Optionholders will receive Replacement Options in exchange for their Options.
Conduct of Ceapro’s Business. The restrictions imposed on Ceapro’s business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome.
Ceapro Support. Aeterna Zentaris has entered into the Aeterna Zentaris Lock-Up Agreements with the Ceapro Supporting Parties whereby it has secured support for the approval of the Arrangement by Shareholders and Optionholders who beneficially own, or exercise control or direction over, 1,990,468 Shares, representing approximately 2.54% of the outstanding Shares, and 1,985,000 Options, for a total of 3,975,468 Securities, or approximately 4.90% of the total outstanding Securities as of Record Date.
Aeterna Zentaris Support. Ceapro has similarly entered into the Ceapro Lock-Up Agreements with the Aeterna Zentaris Supporting Parties whereby it has secured support for the approval of the Arrangement by Aeterna Zentaris Shareholders who beneficially own, or exercise control or direction over, 6,756 Aeterna Zentaris Shares, representing approximately 0.14% of the outstanding Aeterna Zentaris Shares as of the Record Date.
Arms’ Length. To the knowledge of the Board, the terms and conditions of the Aeterna Zentaris Lock-Up Agreements and the Ceapro Lock-Up Agreements were negotiated at arms’ length between the parties thereto.
Deal Certainty. The completion of the Arrangement is subject to a limited number of conditions, which in the view of the Special Committee, after receiving legal and financial advice, are reasonable in the circumstances. Accordingly, it offers relative deal certainty.
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Dissent Rights. The Shareholders have been granted the right to dissent and, subject to certain conditions, have their Shares transferred to Aeterna Zentaris against payment by Ceapro of their fair value.
Court Approval. The Arrangement must be approved by the Court, which will consider, among other things, the fairness of the Arrangement to the Securityholders.
Ability to respond to Unsolicited Superior Proposal. If a superior proposal to purchase the Shares materializes, the Arrangement Agreement allows the Board to engage in discussions or negotiations with respect to an unsolicited proposal at any time before the approval of the Arrangement by the Securityholders and after the Board determines, in good faith, that such a proposal could reasonably be expected to lead to a superior proposal. The amount of the termination fee of $500,000 payable by the Company in certain circumstances is reasonable and consistent with prevailing market terms.
Risks. The business, operations, assets, financial condition, operating results and prospects of the Company are subject to significant uncertainty, including prevailing market conditions in the biopharmaceutical sector.

The Special Committee and the Board also considered a variety of risks and other potentially negative factors relating to the Arrangement, including certain matters described under the heading “ Risk Factors Relating to the Arrangement ”. The Special Committee and the Board (other than the Non-Participating Director) believed that overall, the anticipated benefits of the Arrangement to Ceapro outweighed these risks and negative factors.

The information and factors described above and considered by the Special Committee and the Board (other than the Non-Participating Director) in reaching their determinations and recommendations are not intended to be exhaustive, but include material factors considered by the Special Committee and the Board. In view of the wide variety of factors and the amount of information considered in connection with the Special Committee’s and the Board’s evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Board did not find it practicable to, and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusion and recommendation. The recommendation of the Special Committee and the Board (other than the Non-Participating Director) was made after consideration of all of the above-noted and other factors and in light of the Special Committee’s and the Board’s knowledge of the business, financial condition and prospects of Ceapro and Aeterna Zentaris and were based upon the advice of the Financial Advisor and Ceapro’s legal counsel. In addition, individual members of the Special Committee and the Board may have assigned different weights to different factors.

Fairness Opinion

The Financial Advisor was retained on November 1, 2023, to provide the Board with its opinion as to the fairness, from a financial point of view, of the Exchange Ratio. The Financial Advisor will receive a customary fixed fee for such services, no part of which is contingent on the opinion being favorable of the Arrangement or the completion of the Arrangement. In addition, Ceapro has agreed to reimburse the Financial Advisor for certain expenses and to indemnify it against certain liabilities arising out of its engagement.

The Financial Advisor is an investment banking firm specializing in the life science and healthcare industries. Founded in 2009 in Toronto, Ontario, the Financial Advisor is a member of the Canadian Investment Regulatory Organization and is also a member of the Canadian Investor Protection Fund. It offers its clients investment banking services including corporate finance and mergers and acquisitions advisory services. Its client types include public and privately held life science or healthcare companies seeking corporate finance or commercialization advice and institutional investors looking to invest in healthcare companies. The Financial Advisor is Canada’s most active healthcare-focused investment bank and is unique among its Canadian investment banking peers in that, in addition to its capital markets and corporate finance professionals, it also has a dedicated scientific due diligence team that employs full-time professionals with advanced, graduate level degrees and expertise in the scientific, medical, regulatory, commercial, and intellectual property, among other aspects, of life science and healthcare companies. The Fairness Opinion, and its form and content, have been reviewed by senior investment banking professionals of the Financial Advisor who did not participate in the preparation of the Fairness Opinion and who are experienced in mergers and acquisitions, divestitures, valuation analysis and fairness opinions.

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Neither the Financial Advisor nor any of its affiliates is an insider, associate, or affiliate (as those terms are defined under applicable securities legislation) of Ceapro, Aeterna Zentaris or any of their respective associates or affiliates. The Financial Advisor does not own any securities of Ceapro or Aeterna Zentaris. As an investment dealer, the Financial Advisor may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for Ceapro, Aeterna Zentaris or any of their respective associates or affiliates. Additionally, in the ordinary course of its business, the Financial Advisor may have other normal course financial dealings with one or more of Ceapro, Aeterna Zentaris or any of their respective associates or affiliates or actively trade shares and other securities of one or more of such parties for its own account and for its clients’ accounts, and, accordingly, may at any time hold a long or short position in such securities. As an investment dealer, the Financial Advisor conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to Ceapro, Aeterna Zentaris or any of their respective associates or affiliates or the Arrangement.

There are no understandings, agreements or commitments between the Financial Advisor and either Aeterna Zentaris or Ceapro, or either of their respective associates or affiliates, with respect to any future financial advisory or investment banking business. The Financial Advisor may in the future, in the ordinary course of its business, perform financial advisory or investment banking services for Ceapro, Aeterna Zentaris, or any of their respective associates or affiliates.

On December 13, 2023, the Financial Advisor delivered its verbal opinion that, subject to the review of the final form of definitive documents, the Exchange Ratio is fair, from a financial point of view, to the Securityholders.

On December 14, 2023, the Financial Advisor delivered the written Fairness Opinion to the Board.

In the course of preparing the Fairness Opinion, the Financial Advisor, among other things: (a) reviewed drafts of the transaction documents; (b) reviewed certain non-public business and financial information regarding Ceapro’s and Aeterna Zentaris’ businesses and prospects, including internal management modelling, forecasts, projections, estimates and budgets prepared by Ceapro and Aeterna Zentaris on behalf of the management of Ceapro and Aeterna Zentaris, as applicable, including financial statements and management discussions and analysis; (c) reviewed certain publicly available information relating to the business, operations, financial condition and trading history of Aeterna Zentaris and other selected public companies the Financial Advisor deemed relevant; (d) conducted due diligence with the management of each of Ceapro and Aeterna Zentaris; (e) held discussions with members of the senior management of Ceapro and certain members of the Board with respect to the information provided for the purposes of the Fairness Opinion, business plan of Ceapro, financial condition, industry outlook, prospects and other issues considered relevant; (f) held discussions with the legal counsel of Ceapro with respect to various legal matters relating to the Arrangement and other related matters; (g) reviewed certain financial metrics of selected comparable equity financing transactions for companies considered relevant to the Arrangement sourced from third-party data providers and company filings; and (h) conducted such other corporate, industry and financial market information, investigations and analyses as the Financial Advisor deemed appropriate

In preparing the Fairness Opinion, the Financial Advisor used the following valuation methodologies.

Trading Statistics

The Financial Advisor analyzed current and historical trading data of Ceapro, including volume weighted average prices over selected periods, and compared such market-based valuations to the deemed value attributed to Ceapro based on the Exchange Ratio. The Financial Advisor also analyzed certain current and historical trading data for the Shares, including share price and trading volume, over selected periods as additional qualitative and quantitative factors for the purposes of rendering the Fairness Opinion.

Discounted Cash Flow Analysis

The Financial Advisor performed a discounted cash flow analysis of the forecast for Ceapro provided by Ceapro management to calculate a range of implied equity values for the Shares and to compare such estimated valuations to the deemed value attributed to Ceapro based on the Exchange Ratio. In conducting this analysis, the Financial Advisor used the Capital Asset Pricing Model and other techniques, along with its professional judgement, to estimate an appropriate discount rate (or estimated weighted average cost of capital) for Ceapro. The management forecast was

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used to calculate the projected expected free cash flows generated by Ceapro through to the end of 2026. Based on the above, and the sensitivity testing of certain inputs and assumptions, the Financial Advisor calculated an implied range of estimated enterprise values that were then converted to estimated equity values for Ceapro by applying the current net cash (and equivalents) of Ceapro and the Shares outstanding, adjusting for the impact of outstanding dilutive securities using the treasury stock method. This estimated equity value range was then compared to the deemed value of Ceapro as based on the Exchange Ratio.

Market Comparables

While no public company was found to be directly or perfectly comparable to Ceapro, the Financial Advisor identified selected public companies that were examined as potentially relevant comparators for the purposes of rendering the Fairness Opinion, based on the professional judgement and experience of the Financial Advisor. Among other things, the comparable companies were identified based on being globally listed public companies that provide key ingredients and manufacturing inputs to the healthcare and cosmetics industries. The Financial Advisor compared selected financial information to assess the implied enterprise valuation of Ceapro relative to the comparable companies. The Financial Advisor analyzed certain financial information pertaining to the comparable companies and exercised its professional judgement in making qualitative assessments based on individual traits and characteristics of each of the comparable companies to arrive at an estimated range of implied equity values for Ceapro based on the comparable companies, and based on the current net cash (and equivalents) of Ceapro and the Shares outstanding, adjusting for the impact of outstanding dilutive securities using the treasury stock method. This estimated equity value range was then compared to the deemed value of Ceapro based on the Exchange Ratio. While this information was reviewed as part of the analysis, it was ultimately determined that none of the comparable companies was sufficiently similar or comparable to Ceapro based on differences in size, liquidity, capital structure, financial and customer diversification and scale to allow for instructive comparisons in estimating comparable valuations and rendering the Fairness Opinion.

Based on the significant contribution of the combined cash holdings to the expected pro forma valuation of the Resulting Issuer, the Financial Advisor also analyzed certain precedent financing transactions deemed potentially comparable to the Arrangement based on various attributes, including, but not limited to, company size, market capitalization, offering size, effective dilution, offering discounts and transaction costs. These metrics, among other qualitative factors, were then compared to the relative ownership of Ceapro shareholders post-Arrangement, as additional qualitative and quantitative factors considered for the purposes of rendering the Fairness Opinion.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by the Financial Advisor in rendering its opinion, is attached as Appendix C to this Circular. The Fairness Opinion was provided for the information and assistance of the Special Committee and the Board in connection with their consideration of the Arrangement. The Fairness Opinion does not address the merits of the underlying decision by Ceapro to enter into the Arrangement Agreement or the Arrangement and does not constitute, nor should it be construed as, a recommendation to any Securityholder as to how such Securityholder should vote with respect to the Arrangement Resolution or any related matter. The Fairness Opinion does not address the relative merits of the Arrangement as compared to other business strategies or transactions that might be available with respect to Ceapro or Ceapro’s underlying business decision to effect the Arrangement. Securityholders are urged to read the Fairness Opinion in its entirety. This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of such opinion, attached as Appendix C.

Summary of the Arrangement

The following is a summary only of certain of the material terms of the Arrangement Agreement, including the Plan of Arrangement, and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached as Appendix B.

Ceapro entered into the Arrangement Agreement with Aeterna Zentaris on December 14, 2023. The Arrangement Agreement provides for the implementation of the Plan of Arrangement. The Arrangement Agreement was subsequently amended by the Parties on January 16, 2024, in order to clarify the timing and sequence of the steps involved in the Plan of Arrangement.

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Immediately prior to the Effective Date, and not through the effect of the filing of the Arrangement Filings and the issuance of the Certificate of Arrangement, Aeterna Zentaris shall issue 2,534,424 Aeterna Zentaris New Warrants to Aeterna Zentaris Shareholders (which, for greater clarity, shall exclude the Former Shareholders). The New Aeterna Zentaris Warrants will be issued to Aeterna Zentaris Shareholders in order to reflect the difference between the market capitalizations of Ceapro and Aeterna Zentaris as of the date of the Arrangement Agreement and to compensate Aeterna Zentaris Shareholders for the value of Aeterna Zentaris’ cash position which is not fully reflected in Aeterna Zentaris’ market capitalization as of such date.

The Arrangement provides for, among other things, the acquisition of all of the issued and outstanding Shares by Aeterna Zentaris. Pursuant to the Arrangement, Shareholders (other than Dissenting Shareholders) will receive 0.09439 of an Aeterna Zentaris Share for each Share held. In addition, in accordance with the terms of the Plan of Arrangement, each Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from Aeterna Zentaris the number of Aeterna Zentaris Shares as is equal to the product of (a) such number of Shares that were issuable upon exercise of such Options immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of Aeterna Zentaris Shares, at an exercise price per Aeterna Zentaris Share equal to the quotient determined by dividing (x) the exercise price per Share at which such Option was exercisable immediately prior to the Effective Time, by (y) the Exchange Ratio, rounded up to the nearest whole cent.

Shareholders have a right to dissent in respect of the Arrangement Resolution and to be paid an amount equal to the fair value of their Shares in accordance with Section 190(3) of the CBCA, as modified by the Interim Order and the Plan of Arrangement. Details regarding the dissent procedures are set forth under the heading “ Dissent Rights ” in this Circular. Shareholders who might desire to exercise their right to dissent should carefully consider and comply with the provisions of Section 190 of the CBCA, the full text of which is set forth in Appendix E to this Circular, as so modified, and consult their own legal advisor.

The Arrangement is subject to customary conditions for a transaction of this nature, which includes Court and regulatory approvals, and approval of the Arrangement Resolution by (i) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting; and (ii) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy at the Meeting, voting together as a single class.

See “ The Arrangement – Arrangement Steps ”, “ The Arrangement – Effects of the Arrangement ” and “ The Arrangement Agreement ”.

Arrangement Steps

The following summarizes the steps that will occur under the Plan of Arrangement on the Effective Date, if all conditions precedent have been satisfied or waived. The following description of steps is subject to, and qualified in its entirety by, the full text of the Plan of Arrangement attached as Appendix B.

Pursuant to the Plan of Arrangement, the following shall occur and shall be deemed to occur sequentially in the following order without any further authorization, act or formality:

Immediately prior to the Effective Date and not through the effect of the filing of the Arrangement Filings and the issuance of the Certificate of Arrangement, Aeterna Zentaris shall issue 2,534,424 Aeterna Zentaris New Warrants to the holders of Aeterna Zentaris Shares. Each whole Aeterna Zentaris New Warrant is exercisable for one whole Aeterna Zentaris Share at an exercise price of US$0.01 per Aeterna Zentaris Share. The exercise price will be payable on a cashless basis, meaning that the number of Aeterna Zentaris Shares that the Aeterna Zentaris Shareholders are entitled to is reduced by an amount equal to the aggregate exercise price of the Aeterna Zentaris New Warrants that they are exercising. There will be no need for the Aeterna Zentaris Shareholders to submit cash to exercise their Aeterna Zentaris New Warrants. The Aeterna Zentaris New Warrants will not be listed for trading on the TSX, the Nasdaq or any other stock exchange. As a result, there will be no market for the trade or transfer of Aeterna Zentaris New Warrants and Aeterna Zentaris New Warrants will only be able to be transferred in accordance with applicable securities laws.
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Each Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall cease to represent an option or other right to acquire Shares and shall, without any further act or formality by or on behalf of the holder thereof, be exchanged by the holder thereof for a Replacement Option to acquire from Aeterna Zentaris such number of Aeterna Zentaris Shares equal to the product of: (A) that number of Shares that were issuable upon exercise of such Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an Aeterna Zentaris Share on any particular exercise of Replacement Options, then the number of Aeterna Zentaris Shares otherwise issued shall be rounded down to the nearest whole number of Aeterna Zentaris Shares. The exercise price per Aeterna Zentaris Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per Share subject to each such Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. All other terms and conditions of a Replacement Option, including the term to expiry, vesting requirements, conditions to and manner of exercising, will be subject to and in accordance with the Aeterna Zentaris Stock Option Plans, as the same may be amended from time to time, and the rules and regulations of the TSX and the Nasdaq. Notwithstanding any of the foregoing, in respect only of Optionholders whom are resident in Canada (within the meaning of the Tax Act) or who received their Options in respect of the performance of duties of an office or employment in Canada (for the purposes of the Tax Act), it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of an Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option exceeds the Option In-The-Money Amount in respect of the Option for which it is exchanged, then the exercise price per Aeterna Zentaris Share of such Replacement Option will be increased accordingly by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Option In-The-Money Amount in respect of such Option. It is further intended that each Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Tax Code and further that if such Ceapro Option is an “incentive stock option” (as defined in Section 422 of the U.S. Tax Code) in a manner compliant with Section 424 of the U.S. Tax Code, and the Plan of Arrangement will be construed consistently with such intent;
Subject Section 3.01 of the Plan of Arrangement [Dissent Rights] , each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall, without any further act or formality by or on behalf of the Dissenting Shareholder, be deemed to be assigned and transferred by the Dissenting Shareholder to Ceapro in consideration for a debt claim against Ceapro for the amount determined under Article 3 of the Plan of Arrangement [Dissent Rights] , and:
(a) such Dissenting Shareholder shall cease to be the holder thereof and shall cease to have any rights as a Ceapro Shareholder other than the right to be paid the fair value of such Shares in accordance with the Plan of Arrangement;
(b) the name of each Dissenting Shareholder shall be removed as the holder of such Shares from the register of Shareholders as of the Effective Time;
(c) each Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Share in accordance with of the Plan of Arrangement; and
(d) Aeterna Zentaris shall be deemed to be the transferee of such Shares free and clear of all Liens and shall be entered in the register of holders of the Shares maintained by or on behalf of Ceapro;
Each Share held by a Shareholder (other than Shares held by Dissenting Shareholders) shall, without any further act or formality by or on behalf of the Shareholders, be deemed to be assigned and transferred by the holder thereof to Aeterna Zentaris in exchange for the Consideration, and:
(a) such Shareholder shall cease to be the holder thereof and shall cease to have any rights as a Shareholder other than the right to be paid the Consideration in accordance with the Plan of Arrangement;
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(b) the name of each Shareholder shall be removed as the holder of such Shares from the register of Shareholders as of the Effective Time;
(c) each Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Share in accordance with the relevant section of the Plan of Arrangement; and
(d) Aeterna Zentaris shall be deemed to be the transferee of such Shares free and clear of all Liens and shall be entered in the register of holders of the Shares maintained by or on behalf of Ceapro.

To the extent that a Former Shareholder shall not have complied with the provisions of Section 4.01 [Delivery of Aeterna Zentaris Shares] or Section 4.02 [Lost Certificates] of the Plan of Arrangement on or before the date that is six years after the Effective Date, then the certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Shares held by such Former Shareholder shall cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against Ceapro, Aeterna Zentaris, the Depositary or any other person. On such date, the Consideration to which such Former Shareholder would otherwise have been entitled to receive, together with any distributions or dividends such holder would otherwise have been entitled to receive shall be deemed to have been surrendered for no consideration to Aeterna Zentaris. Neither Ceapro nor Aeterna Zentaris will be liable to any person in respect of any cash or securities which is forfeited to Aeterna Zentaris or delivered to any public official pursuant to any applicable abandoned property or similar law.

Effects of the Arrangement

Ceapro Shares

Pursuant to the Arrangement, Aeterna Zentaris will acquire all of the issued and outstanding Shares and Shareholders (other than Dissenting Shareholders) will receive 0.09439 of an Aeterna Zentaris Share for each Share held.

As at the date hereof, there are 78,293,177 Shares outstanding. On the basis of the foregoing and on the assumption that no additional Shares will be issued between the date of this Circular and the Effective Date, and without giving effect to any rounding of the number of Aeterna Zentaris Shares to be issued to a Shareholder, an aggregate of 7,390,093 Aeterna Zentaris Shares will be issued to the Shareholders.

Ceapro Options

In addition, in accordance with the terms of the Plan of Arrangement, each Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from Aeterna Zentaris the number of Aeterna Zentaris Shares as is equal to the product of (a) such number of Shares that were issuable upon exercise of such Options immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of Aeterna Zentaris Shares, at an exercise price per Aeterna Zentaris Share equal to the quotient determined by dividing (x) the exercise price per Share at which such Option was exercisable immediately prior to the Effective Time, by (y) the Exchange Ratio, rounded up to the nearest whole cent.

As at the date hereof, there are 2,878,666 Options outstanding. On the basis of the foregoing and on the assumption that no Options will be exercised or expire or be cancelled between the date of this Circular and the Effective Date, and without giving effect to any rounding of the number of Replacement Options to be issued to an Optionholder, an aggregate of 271,672 Replacement Options will be issued to the Optionholders.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Board with respect to the Arrangement Resolution, Securityholders should be aware that certain of the directors and officers of the Company have interests in connection with the Arrangement as described below that may be in addition to, or separate from, those of Securityholders generally in connection with the Arrangement. The Special Committee and the Board are aware of these interests and considered them along with other matters described herein.

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All benefits received, or to be received, by directors, officers or employees of the Company as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of the Company. No benefit has been, or will be, conferred for the purpose of increasing the value of the Consideration payable to any such person for the Shares held by such person, and no consideration is, or will be, conditional on such person supporting the Arrangement.

Indemnification and Insurance

Prior to the Effective Time, Ceapro shall purchase a customary “tail” policy of directors’ and officers’ liability insurance for a period of up to six years providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its subsidiaries which are in effect immediately prior to the Effective Date and Aeterna Zentaris will, and will cause the Company and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for no less than six years from the Effective Time; provided that the cost of such policies shall not exceed 300% of the current annual aggregate premium for policies currently maintained by Aeterna Zentaris and its subsidiaries.

Securities Ownership

The chart below sets forth the Shares and Options which the directors and executive officers of Ceapro beneficially own, directly or indirectly, or exercise control or direction over, based on information provided by each such person as to his or her holdings. The Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement Resolution to Securityholders.

Name and Position	Number and % of Shares Held Immediately Prior to the Effective Time on a Non-Diluted Basis(1)	Number of Options	Number and % of Aeterna Zentaris Shares Held Immediately Prior to the Effective Time	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Non- Diluted Basis(2)(3)(4)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time Assuming the Exercise of the Aeterna Zentaris New Warrants in Full (2)(3)(5)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Partially - Diluted Basis (2)(3)(4)(6)
Geneviève Foster Director	Nil	210,000	Nil	Nil	Nil	19,821 (0.16%)
Gilles Gagnon(7) President and Chief Executive Officer and Director	1,778,062 (2.27%)	760,000	Nil	167,831 (1.37%)	167,831 (1.14%)	288,567 (2.33%)
Dr. Ulrich Kosciessa Director	78,327 (0.10%)	230,000	Nil	7,393 (0.06%)	7,393 (0.05%)	29,101 (0.24%)
Dr. William Li Director	101,579 (0.13%)	305,000	Nil	9,588 (0.08%)	9,588 (0.06%)	38,375 (0.31%)
Ronald W. Miller Director	Nil	210,000	Nil	Nil	Nil	19,821 (0.16%)

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Name and Position	Number and % of Shares Held Immediately Prior to the Effective Time on a Non-Diluted Basis(1)	Number of Options	Number and % of Aeterna Zentaris Shares Held Immediately Prior to the Effective Time	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Non- Diluted Basis(2)(3)(4)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time Assuming the Exercise of the Aeterna Zentaris New Warrants in Full (2)(3)(5)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Partially - Diluted Basis (2)(3)(4)(6)
Stacy Prefontaine Chief Financial Officer	32,500 (0.04%)	270,000	Nil	3,067 (0.03%)	3,067 (0.02%)	28,552 (0.19%)

Notes:

(1) Assumes that (i) no Shareholders have exercised their Dissent Rights, and (ii) there are 78,293,177 Shares issued and outstanding as of the date hereof.

(2) Figures are provided on a pre-Aeterna Zentaris Share Consolidation basis.

(3) Figures assume that the directors and officers hold the same securities immediately prior to the Effective Time as held on the date hereof.

(4) Percentages are based on 12,245,969 Aeterna Zentaris Shares issued and outstanding upon the completion of the Arrangement, which excludes the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants.

(5) Percentages are based on 14,780,393 Aeterna Zentaris Shares issued and outstanding upon the completion of the Arrangement, which includes the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants.

(6) Assumes the exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for Aeterna Zentaris Shares held by the individual.

(7) Gilles Gagnon is the President and Chief Executive Officer of Ceapro and a director of Aeterna Zentaris. Mr. Gagnon holds 49,000 Aeterna Zentaris deferred share units and 760,000 Options and will be issued 71,736 Replacement Options upon the completion of the Arrangement. Of Mr. Gagnon’s Shares, 289,062 Shares are held indirectly through Prodev Pharma Inc.

Employment Agreements

Gilles Gagnon provides his services as President and Chief Executive Officer to the Company pursuant to a service agreement (the “ Service Agreement ”) with Prodev Pharma Inc. (the “ Consultant ”) dated January 1, 2017. In the event of termination of the Service Agreement following a change in control of the Company or a material change in the terms and conditions of the Service Agreement, the Service Agreement provides that the Company shall pay the Consultant an amount equal to the aggregate of: (i) the monthly fees which would otherwise have been payable to the Consultant for a period of two years from the date of such termination or expiration, being $960,000; and (ii) the amount equal to all bonuses paid or accrued for the benefit of the Consultant during the 24 months immediately prior to the date of such termination or expiration. Further, the Company shall reimburse all expenses incurred by the Consultant prior to the date of termination. In addition, any unvested Options and/or unvested restricted stock units that have been issued under the Option Plan or the Restricted Share Unit Plan will vest as of the date of termination and all Options will become exercisable in accordance with the Option Plan and the Restricted Share Unit Plan.

Gilles Gagnon and the Consultant have waived their right to terminate the Service Agreement and receive the payments described above in connection with the Arrangement.

Aeterna Zentaris Lock-Up Agreements

The Ceapro Supporting Parties, who beneficially own, or exercise control or direction over, 1,990,468 Shares, representing approximately 2.54% of the outstanding Shares, and 1,985,000 Options, for a total of 3,975,468 Securities, or approximately 4.90% of the total outstanding Securities as of the Record Date, have entered into Aeterna Zentaris Lock-Up Agreements. The Aeterna Zentaris Lock-Up Agreements provide, among other things, that such parties will vote all of their Securities in favour of the Arrangement Resolution.

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Covenants

The Aeterna Zentaris Lock-Up Agreements set forth, among other things, the covenant and agreement of the Ceapro Supporting Parties:

(a) to vote their Securities held directly or indirectly by the Ceapro Supporting Parties (i) in favour of the Arrangement Resolution and any other matter necessary or advisable for the completion and consummation of the Arrangement at the Meeting, and (ii) against any proposed action or resolution that is inconsistent with or which would be reasonably expected to impede, interfere with, materially delay or otherwise adversely affect the consummation of the Arrangement;
(b) not to grant or agree to grant any proxy, power of attorney or other right to vote their Securities, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of shareholders of Ceapro, including the Meeting, or the giving of any consents or approvals of any kind with respect to their Securities, in each case other than pursuant to the Arrangement Agreement;
(c) not to requisition or join in the requisition of any meeting of any of the securityholders of Ceapro for the purpose of considering any resolution;
(d) to deliver or to cause to be delivered to Ceapro, as soon as practicable, and in any event at least ten Business Days prior to the date of the Meeting, duly executed proxies or voting instruction forms voting in favour of the Arrangement Resolution instructing the holder thereof to vote in favour of the Arrangement Resolution and naming those individuals as may be designated by Ceapro in the Circular and not to take, nor permit any Person on behalf of the Ceapro Supporting Party to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to the Arrangement Agreement notwithstanding any statutory or other rights or otherwise which the Ceapro Supporting Party might have;
(e) not to directly or indirectly exercise any rights of appraisal, rights of dissent or rights to demand the repurchases of their Securities in connection with the Arrangement;
(f) except in the Ceapro Supporting Party’s capacity as a director and/or officer of Ceapro, to the extent permitted by the Arrangement Agreement, (i) to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons conducted prior to the date of the agreement with respect to any potential Acquisition Proposal, and (ii) not to, directly or indirectly, make or participate in or take any action that would reasonably be expected to result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal;
(g) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of their Securities or any interest therein other than in connection with the Arrangement; and
(h) not to take any other action of any kind, directly or indirectly, which could reasonably be expected to impede, frustrate, interfere with, postpone, prevent, adversely effect or delay the completion of the Arrangement or the other transactions contemplated by the Arrangement Agreement.

Alternative Transactions

In the event that, in lieu of or in conjunction with the Arrangement, Aeterna Zentaris seeks to complete the acquisition of all of the issued and outstanding Shares other than as contemplated by the Arrangement Agreement on a basis that: (a) provides for economic terms which, in relation to their Shares, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement; and (b) is otherwise on terms and conditions not more onerous on the Ceapro Supporting Party than the Arrangement (any such transaction, an “Alternative Transaction”), then the Ceapro Supporting Party will, during the term of the Aeterna Zentaris Lock-Up Agreement, upon request of Aeterna Zentaris, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of the Arrangement Agreement.

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Termination

The Aeterna Zentaris Lock-Up Agreements will terminate and be of no further force and effect upon the earlier of: (a) the termination of the Arrangement Agreement in accordance with its terms; (b) the mutual agreement in writing of Aeterna Zentaris and the Ceapro Supporting Party, or (c) the Effective Time.

Stock Exchange Listings

It is a mutual condition to the completion of the Arrangement that the TSX and the Nasdaq have respectively conditionally approved and approved the listing or continued listing of the Aeterna Zentaris Shares on the TSX and the Nasdaq, respectively, including all the outstanding Aeterna Zentaris Shares, the Consideration Shares and the Aeterna Zentaris Shares underlying the Aeterna Zentaris Options, the Replacement Options, the Aeterna Zentaris Warrants and the Aeterna Zentaris New Warrants, including, to the extent required by the Nasdaq listing rules, approval by the Nasdaq of the initial listing of Aeterna Zentaris following consummation of the Arrangement. Listing will be subject to Aeterna Zentaris fulfilling all the requirements of each of the TSX and the Nasdaq set forth in their respective listing approvals. Aeterna Zentaris received conditional approval from the TSX on February 9, 2024, and has applied for approval from the Nasdaq.

It is also a mutual condition to the completion of the Arrangement that the TSXV has conditionally approved the Arrangement. The TSXV issued its conditional approval of the Arrangement on January 22, 2024.

Procedure for the Arrangement Becoming Effective

The Arrangement is proposed to be carried out under Section 192 of the CBCA. The following procedural steps must be taken for the Arrangement to become effective:

(a) the Arrangement Resolution approving the Arrangement must be approved by (i) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting; and (ii) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy at the Meeting, voting together as a single class, in the manner set forth in the Interim Order;
(b) the Aeterna Zentaris Shareholders must approve: (i) the issuance of the Consideration Shares, the Aeterna Zentaris New Warrants and the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants and the Replacement Options by not less than a majority of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting; (ii) the appointment Ronald W. Miller, Ulrich Kosciessa, Geneviève Foster and William Li as directors of Aeterna Zentaris by not less than a majority of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting; and (iii) the Aeterna Zentaris Share Consolidation by not less than 66[2/3] % of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting;
(c) the Court must grant the Final Order approving the Arrangement;
(d) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate Party;
(e) the Final Order and Arrangement Filings in the form prescribed by the CBCA must be duly filed with the Director; and
(f) the Certificate of Arrangement must be issued by the Director.

Securityholders Approvals

At the Meeting, pursuant to the Interim Order, Securityholders will be asked to approve the Arrangement Resolution. Each Securityholder shall be entitled to vote on the Arrangement Resolution, with the Securityholders entitled to one

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vote per Security. The Arrangement will require approval by (i) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting; and (ii) not less than 66[2/3] % of the votes cast on the Arrangement Resolution by Securityholders present virtually or represented by proxy at the Meeting, voting together as a single class. The Arrangement Resolution must receive the requisite Securityholders approvals in order for Ceapro to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order.

For information with respect to the procedures for Shareholders to follow to receive their consideration pursuant to the Arrangement, see “ Procedures for the Surrender of Securities and Receipt of Consideration ”.

See also “ The Arrangement ” and “ General Proxy Matters ”.

Court Approval

Interim Order

The CBCA provides that a plan of arrangement requires Court approval. On January 18, 2024, the Court granted the Interim Order directing the calling of the Meeting and prescribing the conduct of the Meeting and other matters. The Interim Order is attached as Appendix D to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by the Securityholders at the Meeting in the manner required by the Interim Order, Ceapro will make application to the Court for the Final Order.

The application for the Final Order approving the Arrangement is scheduled for March 27, 2024 at 2:00 p.m. (MST), or as soon thereafter as counsel may be heard, at a hearing before a Justice of the Court, in the City of Edmonton, in the Province of Alberta via Webex videoconferencing platform at https://albertacourts.webex.com/meet/virtual.courtroom86. At the hearing, any Securityholder and any other interested party who wishes to participate or to be represented or to present evidence or arguments may do so, subject to filing with the Court and serving upon Ceapro a notice of intention to appear including the interested party’s address for service (or alternatively, a facsimile number for service by facsimile or an e-mail address for service by electronic mail), indicating whether such Securityholder or interested party intends to support or oppose the application for the Final Order or make submissions at the application, together with a summary of the position such Securityholder or interested party intends to advocate before the Court, and any evidence or materials which are to be presented to the Court on or before 4:00 p.m. (MST) on February 27, 2024. Service of this notice shall be effected by service upon the solicitors for Ceapro: Blake, Cassels & Graydon LLP, 3500 Bankers Hall East, 855 – 2nd Street SW, Calgary, Alberta T2P 4J8, Attention: Kelly J. Bourassa / Howard Levine. The Notice of Originating Application for the Final Order accompanies this Circular.

The Court has broad discretion under the CBCA when making orders with respect to plans of arrangement and the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit.

Depending upon the nature of any required amendments, Ceapro and/or Aeterna Zentaris may determine not to proceed with the Arrangement.

Aeterna Zentaris Name Change

Although the Arrangement Agreement originally contemplated that the name of Aeterna Zentaris be immediately changed upon the completion of the Arrangement and that approval of such name change be sought from the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting, the Parties have since decided that it would be preferable that, as part of the integration efforts to be undertaken following the completion of the Arrangement, the newly constituted board of the Resulting Issuer finalize the selection of a new name for the Resulting Issuer and submit the name change to shareholders of the Resulting Issuer for their approval.

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Aeterna Zentaris Share Consolidation

Aeterna Zentaris intends to consolidate the issued and outstanding Aeterna Zentaris Shares in connection with the Arrangement on the basis of one post-consolidation Aeterna Zentaris Share for every three to four pre-consolidation Aeterna Zentaris Shares, with the exact number of pre-consolidation Aeterna Zentaris Shares to be determined by the Aeterna Zentaris Board. The goal of this consolidation is to enable the Resulting Issuer to respect the Bid Price Rule imposed by the Nasdaq in connection with the application for the listing of the Resulting Issuer on the Nasdaq following the consummation of the Arrangement. In order to be implemented, the Aeterna Zentaris Share Consolidation must be approved by at least 66 2/3% of the votes cast by the Aeterna Zentaris Shareholders present virtually or represented by proxy at the Aeterna Zentaris Meeting. Approval of the Aeterna Zentaris Share Consolidation by the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting is a condition to the closing of the Arrangement. It is intended that the Consideration Shares to be issued to the Shareholders pursuant to the Plan of Arrangement will be adjusted to reflect the Aeterna Zentaris Share Consolidation.

Timing

If the Meeting is held as scheduled and is not adjourned or postponed and the other necessary conditions at that point in time are satisfied or waived, Ceapro will apply for the Final Order approving the Arrangement. If the Final Order is obtained on March 27, 2024 in form and substance satisfactory to Ceapro and Aeterna Zentaris, each acting reasonably, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, including the receipt of the Regulatory Approvals, Ceapro currently expects the Effective Date to occur on April 1, 2024. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order on March 27, 2024, or the failure to obtain the Regulatory Approvals in the anticipated timeframes.

The Arrangement will become effective upon the filing with the Director of the Arrangement Filings and of a copy of the Final Order, together with such other materials as may be required by the Director.

Stock Exchange Delisting and Reporting Issuer Status

Ceapro and Aeterna Zentaris have agreed to use their commercially reasonable efforts to cause the Shares to be delisted from the TSXV promptly and withdrawn from the OTCQX designation, with effect as soon as practicable following the Effective Date. Following the Effective Date, it is expected that the Company will apply to cease to be a reporting issuer under the securities legislation of each of the provinces in Canada under which it is currently a reporting issuer (or equivalent) or take or cause to be taken such other measures as may be appropriate to ensure that the Company is not required to prepare and file continuous disclosure documents.

THE ARRANGEMENT AGREEMENT

On December 14, 2023, Ceapro entered into the Arrangement Agreement with Aeterna Zentaris, pursuant to which Ceapro and Aeterna Zentaris agreed that, subject to the terms and conditions set forth in the Arrangement Agreement, Aeterna Zentaris will acquire 100% of the Shares pursuant to a plan of arrangement under the CBCA.

The terms of the Arrangement Agreement were the result of arm’s length negotiation between Ceapro and Aeterna Zentaris and their respective advisors.

On January 16, 2024, the Arrangement Agreement was amended by the Parties to clarify the timing and sequence of the steps involved in the Plan of Arrangement.

The following is a summary of the principal terms of the Arrangement Agreement. This summary does not purport to be complete and may not contain all of the information about the Arrangement Agreement that is important to Securityholders. The rights and obligations of the Parties are governed by the express terms and conditions of the Arrangement Agreement and not by this summary or any other information contained in this Circular. The Arrangement Agreement has been filed under Ceapro’s issuer profile on SEDAR+ at www.sedarplus.ca. The Plan of Arrangement is also attached as Appendix B.

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All references to Sections and Schedules in this section are to the corresponding Sections and Schedules of the Arrangement Agreement.

Conditions Precedent

Mutual Conditions

The Arrangement Agreement provides that the respective obligations of Aeterna Zentaris and Ceapro to consummate the transactions contemplated thereby, including the Arrangement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may be waived only with the mutual consent Aeterna Zentaris or Ceapro:

(a) the Arrangement Resolution shall have been approved and adopted by the Securityholders at the Meeting in accordance with the Interim Order;
(b) the Aeterna Zentaris Resolutions (other than the special resolution approving the Aeterna Zentaris Name Change) shall have been approved and adopted by the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to Ceapro or Aeterna Zentaris, acting reasonably, on appeal or otherwise;
(d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement;
(e) the Consideration Shares and Replacement Options to be issued pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws, including pursuant to the Section 3(a)(10) Exemption, and will not be subject to resale restrictions, including under the U.S. Securities Act, subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of Aeterna Zentaris at the Effective Date or within 90 days of the Effective Date;
(f) Aeterna Zentaris shall have entered into the Aeterna Zentaris New Warrant Agreement and the Aeterna Zentaris New Warrants shall have been issued to the Aeterna Zentaris Shareholders, as set forth in the Arrangement Agreement and the Plan of Arrangement;
(g) the Stock Exchange Approvals shall have been obtained;
(h) the Regulatory Approvals shall have been obtained; and
(i) the Arrangement Agreement shall not have been terminated pursuant to its terms.

Additional Conditions in Favour of Ceapro

The Arrangement Agreement provides that the obligations of Ceapro to consummate the transactions contemplated thereby, including the Arrangement, are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Ceapro and may be waived by Ceapro in whole or in part at any time):

(a) all covenants of Aeterna Zentaris under the Arrangement Agreement to be performed on or before the Effective Date shall have been duly performed by Aeterna Zentaris in all material respects, and
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Ceapro shall have received a certificate of Aeterna Zentaris addressed to Ceapro and dated the Effective Date, signed by a senior executive officer of Aeterna Zentaris (on behalf of Aeterna Zentaris and without personal liability), confirming the same as at the Effective Date;

(b) the representations and warranties of Aeterna Zentaris with respect to organization, qualification and authority, capitalization and subsidiaries shall be true and correct in all respects as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except for such failures to be so true and correct that are de minimis , and all other representations and warranties of Aeterna Zentaris set forth in the Arrangement Agreement shall be true and correct in all respects (disregarding for such purpose any materiality or an Aeterna Zentaris Material Adverse Effect qualification contained in any such representation or warranty) as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except where the failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have an Aeterna Zentaris Material Adverse Effect and Ceapro shall have received a certificate of Aeterna Zentaris addressed to Ceapro and dated the Effective Date, signed by a senior executive officer of Aeterna Zentaris (on behalf of Aeterna Zentaris and without personal liability), confirming the same as at the Effective Date;
(c) since the date of the Arrangement Agreement, there shall not have occurred any Aeterna Zentaris Material Adverse Effect, and Aeterna Zentaris shall have provided to Ceapro a certificate of a senior executive officer of Aeterna Zentaris certifying the same as at the Effective Date;
(d) on the Effective Date, the outstanding securities of Aeterna Zentaris shall be as represented to Ceapro; and
(e) Aeterna Zentaris shall have complied with its obligations under Section 2.12 [Payment of Consideration] of the Arrangement Agreement and the Depositary shall have confirmed receipt of the Consideration Shares contemplated thereby.

Additional Conditions in Favour of Aeterna Zentaris

The Arrangement Agreement provides that the obligations of Aeterna Zentaris to consummate the transactions contemplated thereby, including the Arrangement, are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date or such other time as specified below (each of which is for the exclusive benefit of Aeterna Zentaris and may be waived by Aeterna Zentaris in whole or in part at any time):

(a) all covenants of Ceapro under the Arrangement Agreement to be performed on or before the Effective Date shall have been duly performed by Ceapro in all material respects, and Aeterna Zentaris shall have received a certificate of Ceapro, addressed to Aeterna Zentaris and dated the Effective Date, signed by a senior executive officer of Ceapro (on behalf of Ceapro and without personal liability), confirming the same as at the Effective Date;
(b) the representations and warranties of Ceapro with respect to organization, qualification and authority, capitalization and subsidiaries shall be true and correct in all respects as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except for such failures to be so true and correct that are de minimis , and all other representations and warranties of Ceapro set forth in the Arrangement Agreement shall be true and correct in all respects (disregarding for such purpose any materiality or Ceapro Material Adverse Effect qualification contained in any such representation or warranty) as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as at a specified date, the accuracy of which shall be determined as at that specified date), except where the failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Ceapro Material Adverse Effect;
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and Aeterna Zentaris shall have received a certificate of Ceapro addressed to Aeterna Zentaris and dated the Effective Date, signed by a senior executive officer of Ceapro (on behalf of Ceapro and without personal liability), confirming the same as at the Effective Date;

(c) since the date of the Arrangement Agreement, there shall not have occurred any Ceapro Material Adverse Effect, and Ceapro shall have provided to Aeterna Zentaris a certificate of a senior executive officer of Ceapro certifying the same as at the Effective Date;
(d) on the Effective Date, the outstanding securities of Ceapro shall be as represented to Aeterna Zentaris; and
(e) holders of no more than 10% of the total issued and outstanding Shares shall have exercised Dissent Rights (and not withdrawn such exercise) and Aeterna Zentaris shall have received a certificate of a senior executive officer of Ceapro confirming the same as at the Effective Date.

Notice and Cure Provisions

Under the Arrangement Agreement, each Party is required to give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of the Arrangement Agreement until the earlier to occur of the termination of the Arrangement Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

(a) cause any of the representations or warranties of such Party contained in the Arrangement Agreement to be untrue or inaccurate in any material respect on the date of the Arrangement Agreement or at the Effective Time; or
(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under the Arrangement Agreement prior to the Effective Time.

Under the Arrangement Agreement, neither Party may exercise its right to terminate the Arrangement Agreement due to a breach of a covenant or a representation and warranty unless the Party intending to so terminate the Arrangement Agreement has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate the Arrangement Agreement until the expiration of a period of ten Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of the application for the Final Order or the Meeting or the Aeterna Zentaris Meeting, such application and/or meetings shall be postponed, if and to the extent necessary, until the expiry of such period.

Representations and Warranties

In the Arrangement Agreement, each of Aeterna Zentaris and Ceapro has made customary representations and warranties to the other that are subject, in some cases, to specified exceptions and qualifications contained in the Arrangement Agreement and other disclosure made to the other Party. These representations and warranties relate to, among other things, (a) fairness opinions and board approvals, (b) organization and qualification; subsidiaries, (c) intra-group agreements, (d) authority relative to the Arrangement Agreement, (e) absence of material change, (f) absence of violations, (g) required consents, (h) governmental filings, (i) capitalization, (j) ownership of subsidiaries, (k) reporting status and securities laws matters, (l) public filings, (m) financial statements, (n) financial reporting, (o) books and records, (p) minute books, (q) absence of undisclosed liabilities, (r) Taxes, (s) litigation, (t) material contracts, (u) compliances with Laws and Permits, (v) intellectual property, (w) information technology, (x) employment matters, (y) related party transactions, (z) restrictions on business activities, (aa) brokers, (bb) insurance, (cc) anti-corruption, economic sanctions and money-laundering, (dd) compliance with health products laws, (ee) insolvency, (ff) real property, (gg) leased real properties, (hh) product liabilities, (ii) privacy, security and anti-spam, (jj) significant shareholders, (kk) shareholders’ and similar agreements, (ll) auditors, (mm) tax residence, (nn) material facts not withheld, (oo) absence of pending acquisitions, and (pp) U. S. Securities Laws.

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Covenants

The Arrangement Agreement also contains the following customary negative and affirmative covenants of each of Aeterna Zentaris and Ceapro.

Covenants Regarding the Conduct of Business

Each Party covenants and agrees that, during the Interim Period, except as (i) expressly required or permitted by the Arrangement Agreement, (ii) required by applicable Laws or any Governmental Entities, or (iii) consented to by the other Party in writing (which consent shall not be unreasonably withheld, conditioned or delayed), it (which, for the purposes of the section of the Arrangement Agreement concerning the Parties’ covenants with respect to the conduct of business, shall include the Party’s subsidiaries) shall (A) conduct its business and operations in the ordinary course of business consistent with past practice, and (B) use commercially reasonable efforts to (x) maintain and preserve its business organization, assets, goodwill and properties, (y) keep available the services of its employees, maintain good relationships with suppliers, customers, landlords, creditors, distributors, joint venture partners and all other Persons having business relationship with such Party or its subsidiaries, and (z) maintain in effect all of such Party’s existing Permits. Without limiting the generality of the foregoing, from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except as required or permitted by the Arrangement Agreement or as previously agreed to by the other Party, each Party shall not, and shall cause each of its subsidiaries not to, directly or indirectly, without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed):

(a) (i) amend its or its subsidiaries’ articles or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital such Party or the capital of its subsidiaries; (iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any of such Party’s shares or its subsidiaries’ shares, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of such Party or its subsidiaries, other than the issuance of Shares or Aeterna Zentaris Shares pursuant to the terms of the Options, Aeterna Zentaris Options and Aeterna Zentaris Warrants, as applicable, outstanding on the date of the Arrangement Agreement; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of such Party or its subsidiaries, (v) amend the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of such Party or its subsidiaries; (vii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS or Law; or (viii) enter into any agreement with respect to any of the foregoing;
(b) (i) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person (including, without limitation, the other Party), other than pursuant to a Contract in existence on the date of the Arrangement Agreement; (ii) incur, create, assume or otherwise become liable for or permit its subsidiaries to become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances; (iii) waive, release, grant or transfer any rights of material value; or (iv) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;
(c) declare any dividend, or make any other distribution whatsoever to its securityholders;
(d) except in the ordinary course of business (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer any assets, tangible or intangible, securities, properties, interests or businesses of such Party or its subsidiaries; (ii) pay, discharge or satisfy any material liabilities or obligations; or (iii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;
(e) other than as is required to comply with applicable Laws or Material Contracts, or in accordance with the Option Plan or the Aeterna Zentaris Stock Option Plan, as applicable: (i) grant to any officer, employee,
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consultant or director of such Party or its subsidiaries an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, employee, consultant or director of such Party or its subsidiaries; (iii) take any action with respect to the grant of any severance, termination or change of control bonus or pay to, or enter into any employment agreement, deferred compensation, severance, termination or change of control or other similar agreement (or amend any such existing agreement) with, or hire or terminate employment (except for “just cause” or “serious reason”, each as defined and interpreted in accordance with applicable Law) of, any officer, employee, consultant or director of such Party or any of its subsidiaries; (iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend any bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers, employees, consultants or former directors, officers, employees or consultants of such Party or any of its subsidiaries; (v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of such Party or any of its subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any share based or share related awards (including stock options, share appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; or (vii) establish, adopt, amend, engage in or initiate any negotiation with respect to (except as required by applicable Law) any collective bargaining agreement or similar agreement;

(f)
waive the restrictive covenant obligations of any employees of such Party or its subsidiaries;
(g) settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any material action, claim or proceeding brought against such Party or any of its subsidiaries; or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by the Arrangement Agreement or the Plan of Arrangement;
(h) enter into any agreement or arrangement that limits or otherwise restricts in any material respect such Party or its subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect such Party or its subsidiaries from competing in any manner;
(i)
waive, release or assign any material rights, claims or benefits of such Party or its subsidiaries;
(j) authorize, make or commit to make capital expenditures in excess of US$70,000, other than as previously agreed to by the other Party;
(k) other than as previously agreed to by the other Party (i) enter into any agreement that if entered into prior to the date hereof would be a Material Contract; (ii) modify or amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (iii) enter into or modify any Contract or series of Contracts resulting in a new Contract or series of related new Contracts or enter into any modifications to an existing Contract or series of related existing Contracts outside of the ordinary course of business;
(l) take any action or fail to take any action which action or failure to act would result, under any Securities Laws or any rules of the TSXV, in the case of Ceapro, or the TSX or the Nasdaq, in the case of Aeterna Zentaris, in the material loss, expiration or surrender of any right of such Party, or the loss of any material benefit of such Party, or that would reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of any rights of such Party necessary to conduct its businesses as now conducted and as proposed to be conducted upon completion of the Arrangement, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for Permits or approvals including with respect to Intellectual Property;
(m) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the ability of such Party to consummate the transactions contemplated by the Arrangement Agreement;
(n) enter into a new line of business, or abandon or discontinue any existing lines of business;
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(o) fail to reasonably defend all claims or other Legal Proceedings against such Party or any of its subsidiaries challenging or affecting Ceapro IP or Aeterna Zentaris IP, as applicable;
(p) dispose of, transfer or allow to lapse any material rights in any of the Ceapro IP or Aeterna Zentaris IP, as applicable, other than in the ordinary course of business consistent with past practice, or disclose any material trade secrets to a third party;
(q) (i) waive, amend or voluntarily terminate any inbound license in favour of such Party with respect to Ceapro IP or Aeterna Zentaris IP, as applicable, or any Intellectual Property material to any Ceapro Products or Aeterna Zentaris Products, as applicable, (ii) amend any Contract with respect to the use of any Ceapro IP or Aeterna Zentaris IP, as applicable, or (iii) amend or waive any rights under any Material Contract, or enter into any Contract that would be a Material Contract if in effect on the date of the Arrangement Agreement, in each case with respect to Ceapro Products or Aeterna Zentaris Products, as applicable;
(r) in the case of Aeterna Zentaris, commence (other than planning) or terminate any phase I, phase II, phase III or phase IV human clinical trial involving Aeterna Zentaris; or
(s) agree, resolve, promise or commit to do any of the foregoing.

Each Party covenants and agrees that, during the Interim Period, it shall, and shall cause its subsidiaries to, in each case to the extent reasonably practicable and permitted under applicable Law:

(a) consult with the other Party in connection with any proposed meeting with any Regulatory Authority relating to any Ceapro Products or Aeterna Zentaris Products, as applicable;
(b) inform the other Party within two Business Days following receipt of any material communication (written or oral) with or from any Regulatory Authority relating to any Ceapro Products or Aeterna Zentaris Products, as applicable;
(c) promptly inform the other Party of, and provide the other Party with a reasonable opportunity to review (it being agreed that three Business Days constitutes a reasonable opportunity to review), any material filing proposed to be made by or on behalf of such Party or any of its subsidiaries, and any material correspondence or other material communication proposed to be submitted or otherwise transmitted, to any Regulatory Authority by or on behalf of such Party or any of its subsidiaries; and
(d) promptly notify the other Party and provide the other Party with a reasonable opportunity to review (it being agreed that three Business Days constitutes a reasonable opportunity to review), prior to making any material change to any study, protocol, trial, manufacturing plan or development timeline relating to any Ceapro Products or Aeterna Zentaris Products, as applicable, except where such change must be made in less than three Business Days when required by Law or a Governmental Entity.

During the Interim Period, each Party shall use commercially reasonable efforts to cause the current insurance (or reinsurance) policies maintained by such Party or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or reinsurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect.

Each Party shall promptly notify the other Party in writing of any circumstance or development during the Interim Period that, to the knowledge of such Party, constitutes or could reasonably be expected to constitute a Ceapro Material Adverse Effect or Aeterna Zentaris Material Adverse Effect, as applicable.

During the Interim Period, each Party shall be in compliance with the rules and policies of the TSXV or the TSX and the Nasdaq, as applicable, the Shares shall be listed for trading on the TSXV and the Aeterna Zentaris Shares shall be listed for trading on the TSX and the Nasdaq.

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Covenants of Aeterna Zentaris Relating to the Arrangement

Aeterna Zentaris shall and shall cause its subsidiaries to perform all obligations required to be performed by Aeterna Zentaris or any of its subsidiaries under the Arrangement Agreement, co-operate with Ceapro in connection therewith, and do or cause to be done all such further acts and things as may be necessary or reasonably desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in the Arrangement Agreement, including the execution and delivery of such documents as Ceapro may reasonably require. Without limiting the generality of the foregoing, Aeterna Zentaris shall and, where applicable, shall cause its subsidiaries to:

(a) apply for and use commercially reasonable efforts to obtain all required approvals from Governmental Entities, including the Regulatory Approvals, relating to Aeterna Zentaris or its subsidiaries which are typically applied for by Aeterna Zentaris and, in doing so, keep Ceapro informed as to the status of the proceedings related to obtaining such approvals, including providing Ceapro with copies of all related applications and notifications, in draft form, in order for Ceapro to provide its comments thereon, which shall be given due and reasonable consideration;
(b) upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws, until the earlier of the Effective Date and termination of the Arrangement Agreement, provide Ceapro and its Representatives reasonable access, during normal business hours, to the, books, contracts and records as well as to the management personnel of Aeterna Zentaris and its subsidiaries on an as reasonably requested basis as well as reasonable access to Aeterna Zentaris’ and its subsidiaries’ properties for the purpose of confirming the representations and warranties of Aeterna Zentaris contained in the Arrangement Agreement;
(c) use commercially reasonable efforts to obtain as soon as practicable following execution of the Arrangement Agreement all third-party consents, approvals and notices required under any of the Material Contracts, as applicable;
(d) allow Representatives of Ceapro (including legal and financial advisors) to attend the Aeterna Zentaris Meeting;
(e) use all commercially reasonable efforts to satisfy the Stock Exchange Approvals as they relate to the TSX and the Nasdaq;
(f) to the extent permitted by applicable Law, as promptly as reasonably practicable following the Effective Date, cause a registration statement on Form S-8 to be filed with the SEC which registers the issuance of Aeterna Zentaris Shares issuable upon exercise of the Replacement Options and, if Aeterna Zentaris is not permitted by applicable Law to file a Form S-8 registering the issuance of the Aeterna Zentaris Shares issuable upon exercise of Replacement Options, Aeterna Zentaris shall promptly file a registration statement on appropriate form to register the resale of the Aeterna Zentaris Shares issuable upon exercise of the Replacement Options or otherwise take all necessary actions to cause the Aeterna Zentaris Shares issuable upon exercise of the Replacement Options to be issued without restrictive legends;
(g) as promptly as reasonably practicable prior to the Effective Date, cause a registration statement on the applicable form to be filed with the SEC that registers the issuance of the Aeterna Zentaris New Warrants and the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants; and
(h) defend all lawsuits or other legal, regulatory or other proceedings against Aeterna Zentaris or any of its subsidiaries challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated hereby.

Covenants of Aeterna Zentaris Regarding the Board and Management

Aeterna Zentaris shall use commercially reasonable efforts to cause to be delivered to Ceapro on the Effective Date, resignations, effective on the Effective Date, of the directors of Aeterna Zentaris agreed to by the Parties, with, to the extent permitted by Law, nominees of Ceapro to fill such vacancies and to be appointed to the Aeterna Zentaris Board immediately after each such resignation in accordance with the proposed Aeterna Zentaris Board set out below. Without limiting the foregoing, Aeterna Zentaris shall ensure that, upon the completion of the Arrangement, and shall

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use commercially reasonable efforts to ensure that until the next annual general meeting of Aeterna Zentaris’ shareholders, the Aeterna Zentaris Board will be reconstituted such that the Aeterna Zentaris Board will be comprised solely of Gilles Gagnon, Ronald W. Miller, Ulrich Kosciessa, Geneviève Foster, William W. Li, Carolyn Egbert, Peter Edwards and Dennis Turpin. The chair of the Aeterna Zentaris Board upon completion of the Arrangement shall be the chair of the Board as of the date of the Arrangement Agreement, and the chair shall not be entitled to a casting vote in the case of a tie vote at any meeting of the Aeterna Zentaris Board.

Aeterna Zentaris shall cause Gilles Gagnon to be appointed as the President and Chief Executive Officer and Giuliano La Fratta to remain appointed as the Senior Vice President and Chief Financial Officer of Aeterna Zentaris as of the Effective Date.

Covenants of Ceapro Relating to the Arrangement

Ceapro shall, and shall cause its subsidiaries to, perform all obligations required to be performed by Ceapro or its subsidiaries under the Arrangement Agreement, co-operate with Aeterna Zentaris in connection therewith, and do or cause to be done all such further acts and things as may be necessary or reasonably desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in the Arrangement Agreement, including the execution and delivery of such documents as Aeterna Zentaris may reasonably require. Without limiting the generality of the foregoing, Ceapro shall and, where applicable shall cause its subsidiaries to:

(a) apply for and use commercially reasonable efforts to obtain all required approvals from Governmental Entities, including the Regulatory Approvals relating to Ceapro or its subsidiaries which are typically applied for by Ceapro and, in doing so, keep Aeterna Zentaris informed as to the status of the proceedings related to obtaining such approvals, including providing Aeterna Zentaris with copies of all related applications and notifications in draft form, in order for Aeterna Zentaris to provide its comments thereon, which shall be given due and reasonable consideration;
(b) upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws, until the earlier of the Effective Date and termination of the Arrangement Agreement, provide Aeterna Zentaris and its Representatives reasonable access, during normal business hours, to the, books, contracts and records as well as to the management personnel of Ceapro and its subsidiaries on an as reasonably requested basis as well as reasonable access to Ceapro’s and its subsidiaries’ properties for the purpose of confirming the representations and warranties of Ceapro contained in the Arrangement Agreement;
(c) use commercially reasonable efforts to obtain as soon as practicable following execution of the Arrangement Agreement all third party consents, approvals and notices required under any of the Material Contracts, as applicable;
(d) allow Representatives of Aeterna Zentaris (including legal and financial advisors) to attend the Meeting;
(e) use all commercially reasonable efforts to obtain the Stock Exchange Approvals as they relate to the TSXV;
(f) use all commercially reasonable efforts, in a timely manner, to (i) assist and cooperate with Aeterna Zentaris, (ii) furnish or cause to be furnished to Aeterna Zentaris all information regarding Ceapro and its affiliates, subsidiaries and securities and (iii) take such other actions, in each case as may be required or necessary and/or reasonably requested by Aeterna Zentaris in complying with Securities Laws and/or the rules and regulations of the TSX and the Nasdaq in connection with, and in order to consummate, the Arrangement and the transactions contemplated thereby, including those required by, or in connection with, (w) Aeterna Zentaris’ listing on the TSX and the Nasdaq and obtaining the Stock Exchange Approvals, (x) the registration under the U.S. Securities Act of the issuance of the Aeterna Zentaris New Warrants and the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris Options, the Aeterna Zentaris Warrants, the Replacement Options and the Aeterna Zentaris New Warrants, (y) the issuance of the Consideration Shares and the Replacement Options in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act, including the Section 3(a)(10) Exemption, or, if necessary or required to consummate the Arrangement, the registration thereof under the Securities Act, and (z) Aeterna Zentaris’ existing and continued registration under the U.S. Exchange Act (collectively, the “ Transactions ”);
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(g) use all commercially reasonable efforts, in a timely manner, to (i) furnish Aeterna Zentaris with all information regarding Ceapro and its affiliates, subsidiaries and securities, including such financial statements and data and other customary information with respect to Ceapro and its subsidiaries, (x) as may be required or necessary to be included in any application, submission, registration statement, report or other document or any supplement or amendment thereto, furnished, filed or provided to the TSX, the Nasdaq, the SEC or any other Governmental Entity in order to comply with Securities Laws and/or the rules and regulations of the TSX and the Nasdaq in connection with, or in order to consummate, the Transactions, including pursuant to Form 20-F, Form F-1, Form S-8, or any other registration statement or report form under the U.S. Securities Act or U.S. Exchange Act, Regulation S-K and/or Regulation S-X promulgated under U.S. Securities Laws, including financial statements audited by an accounting firm registered with the Public Company Accounting Oversight Board and qualified to audit financial statements of companies pursuant to the rules and regulations of the SEC (the “ Aeterna Zentaris Transaction Regulatory Documents ”), and (y) reasonably necessary to permit Aeterna Zentaris to prepare pro forma financial statements for inclusion in the Aeterna Zentaris Transaction Regulatory Documents; (ii) assist Aeterna Zentaris in the preparation of any pro forma financial statements to be included in the Aeterna Zentaris Transaction Regulatory Documents; (iii) consent to the inclusion or incorporation in any Aeterna Zentaris Transaction Regulatory Documents of the historical audited consolidated financial statements and unaudited consolidated interim financial statements of Ceapro included or incorporated by reference in such Aeterna Zentaris Transaction Regulatory Documents; (iv) obtain the consents of Ceapro’s independent auditors required for all audited financial statements of Ceapro included or incorporated by reference in such Aeterna Zentaris Transaction Regulatory Documents; (v) obtain the consents of Ceapro’s independent auditors required for all audited financial statements of Ceapro included or incorporated by reference in such Aeterna Zentaris Transaction Regulatory Documents; and (vi) take such other actions and assist and cooperate with Aeterna Zentaris in the preparation, filing and/or submission of any of the foregoing, and in responding and resolving any comments received from the TSX, the Nasdaq, the SEC or any other Governmental Entity in connection therewith;
(h) ensure that no information provided to Aeterna Zentaris pursuant to Section 5.5 [ Covenants of Ceapro Relating to the Arrangement ] of the Arrangement Agreement will include any Misrepresentation or misstatement of a material fact or omit to state a material fact required to be stated therein in order to make such statements not misleading in light of the circumstances in which they are made; and Ceapro shall promptly notify Aeterna Zentaris if at any time before the Effective Date Ceapro becomes aware that any such information contains a Misrepresentation or misstatement of a material fact, or will omits to state a material fact, and shall provide Aeterna Zentaris updated and corrected information so that such information is not misleading and does not contain any such misstatement or omission; and
(i) defend all lawsuits or other legal, regulatory or other proceedings against Ceapro or any of its subsidiaries challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated hereby.

Mutual Covenants

Each of the Parties covenants and agrees that, except as contemplated in the Arrangement Agreement, during the Interim Period, it shall:

(a) as promptly as practicable furnish to any Governmental Entity filing materials in the event that either Party reasonably determines that a Regulatory Approval from such Governmental Entity is required;
(b) as promptly as practicable, cooperate in good faith and use its commercially reasonable efforts to obtain all Regulatory Approvals, including: (i) promptly furnishing to the other Party such information and assistance as may reasonably be required in order to prepare any notification, application, filing or request in connection with a Regulatory Approval, (ii) consulting with, and considering in good faith, any suggestions or comments made by the other Party with respect to the documentation relating to the Regulatory Approval process, (iii) providing and submitting on a timely basis, and as promptly as practicable, all documentation and information that is required or advisable, and (iv) cooperating in the preparation and submission of all applications, notices, filings and submissions to Governmental Entities;
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(c) promptly inform the other Party of any material communication received by that Party in respect of obtaining or concluding the Regulatory Approvals;
(d) use commercially reasonable efforts to respond promptly to any request or notice from any Governmental Entity requiring the Parties, or any one of them, to supply additional information that is relevant to the review of the transactions contemplated by the Arrangement Agreement in respect of obtaining or concluding the Regulatory Approvals;
(e) permit the other Party to review in advance any proposed applications, notices, filings and submissions to Governmental Entities (including responses to requests for information and inquiries from any Governmental Entity) in respect of obtaining or concluding the Regulatory Approvals;
(f) promptly provide the other Parties with any filed copies of applications, notices, filings and submissions that were submitted to a Governmental Entity in respect of obtaining or concluding the Regulatory Approvals;
(g) not participate in any substantive meeting or discussion with Governmental Entities in respect of obtaining or concluding the Regulatory Approvals unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate in thereat, unless a Governmental Entity requests otherwise; and
(h) use commercially reasonable efforts and cause its subsidiaries to use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 of the Arrangement Agreement [ Conditions ] to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using commercially reasonable efforts to: (i) obtain all Regulatory Approvals required to be obtained by it; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and (iv) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder.

Delisting

Subject to Securities Laws, Aeterna Zentaris and Ceapro shall use their commercially reasonable efforts to cause the Shares to be de-listed from the TSXV and to be withdrawn from the OTCQX designation with effect promptly following the acquisition by Aeterna Zentaris of the Shares pursuant to the Arrangement.

Non-Solicitation

During the Interim Period, and except as otherwise expressly provided in Section 7.1 [Non-Solicitation] of the Arrangement Agreement, neither Party shall, directly or indirectly, or through any of its Representatives, and each Party shall cause its subsidiaries not to and shall not permit its Representatives to:

(a) solicit, assist, initiate, knowingly encourage or facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals whatsoever which could constitute or lead to, or is related to, an Acquisition Proposal;
(b) engage, encourage or participate in any discussions or negotiations with any Person (other than the other Party or its Representatives) regarding an Acquisition Proposal or any inquiry, proposal or offer that reasonably would be expected to constitute or lead to an Acquisition Proposal, provided that, for greater certainty, a Party may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Board or the Aeterna Zentaris Board, as applicable, has so determined;
(c) make a Change in Recommendation;
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(d) approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any inquiry, proposal or offer that is, could reasonably result in, or is related to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until five Business Days following formal announcement of such Acquisition Proposal shall not be considered a violation of the relevant provision of Section 7.1 [ Non-Solicitation ] of the Arrangement Agreement); or
(e) accept, approve, endorse, recommend or enter into or publicly propose to accept, approve, endorse, recommend or enter into, any agreement, understanding or arrangement or other contract that is, could reasonably result in, or is related to, an Acquisition Proposal.

Except as otherwise provided in Section 7.1 [Non-Solicitation] of the Arrangement Agreement, each Party shall, and shall cause its subsidiaries and its and their respective Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons (other than the other Party and its Representatives) conducted prior to the date of the Arrangement Agreement by such Party, or its or their respective Representatives with respect to any inquiry, proposal offer that is, could reasonably result in, or is related to, a potential Acquisition Proposal and, in connection therewith, each Party will: discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request (and exercise all rights it has to require) the return or destruction of all confidential information (including all material including or incorporating or otherwise reflecting any material confidential information) regarding such Party and its subsidiaries previously provided to any such Person or any other Person. Each Party represents and warrants that it has not terminated, waived, amended or modified, and agrees that, except as permitted by Section 7.1(b) [Non-Solicitation] of the Arrangement Agreement, neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision of any existing confidentiality agreement standstill agreement or similar agreement relating to a potential Acquisition Proposal to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into an announcement of the Arrangement Agreement by the Parties, pursuant to the express terms of any such agreement, shall not be a violation of Section 7.1(a) [Non-Solicitation] of the Arrangement Agreement) and each Party shall actively prosecute and enforce all such provisions.

Notwithstanding Sections 7.1(a) and 7.1(b) [Non-Solicitation] of the Arrangement Agreement or any other provision of the Arrangement Agreement or of any other agreement between Ceapro and Aeterna Zentaris, if at any time following the date of the Arrangement Agreement and prior to obtaining the Ceapro Securityholder Approval at the Meeting, as regards Ceapro, or the Aeterna Zentaris Shareholder Approval at the Aeterna Zentaris Meeting, as regards Aeterna Zentaris, a Party (the “ Solicited Party ”) receives an unsolicited written Acquisition Proposal, the Solicited Party and its Representatives may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal (including waiving a standstill, use, business purpose or similar restriction) and may provide copies of, access to or disclosure of information with respect to the Solicited Party and its subsidiaries, if and only if:

(a) the board of directors of the Solicited Party (with the Non-Participating Directors or the Aeterna Zentaris Non-Participating Director, as applicable, abstaining from voting) determines in good faith, upon the recommendation of the Special Committee or the Aeterna Zentaris Special Committee, as applicable, that the Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;
(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with the Solicited Party or its subsidiaries;
(c) the Acquisition Proposal did not arise as a result of a violation, in any material respect, of Article 7 [ Additional Covenants ] of the Arrangement Agreement;
(d) prior to providing copies of, access to or disclosure of confidential information with respect to the Solicited Party and its subsidiaries, the Solicited Party enters into a confidentiality and standstill agreement with such Person which is customary in such situations and which is no less favourable to the Solicited Party and no more favourable to the counterparty than the confidentiality and standstill provisions contained in the Confidentiality Agreement (an “ Acceptable Confidentiality Agreement ”) provided that such Acceptable Confidentiality Agreement may not include any provision that is operative prior to the termination of the
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Arrangement Agreement that provides for an exclusive right to negotiate with the Solicited Party or that restricts the Solicited Party from complying with the Arrangement Agreement.

Notwithstanding any restrictions contained in the Arrangement Agreement, the Solicited Party shall not be prohibited from considering whether, or determining that, such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal.

Notification of Proposals

A Solicited Party shall promptly notify the other Party, at first orally and then in writing within 24 hours following the date it receives or becomes aware of an Acquisition Proposal or any inquiry, proposal or offer that relates to or that constitutes or could lead to an Acquisition Proposal (or any request for copies of, access to, or disclosure of, any nonpublic or confidential information relating to the Solicited Party), in each case in connection with a potential Acquisition Proposal. Such notice shall indicate the identity of the Person making such proposal, inquiry, offer or request and include a copy of the Acquisition Proposal and such other details of the Acquisition Proposal known by the Solicited Party. The Solicited Party shall keep the other Party promptly and fully informed of the status and any material developments, including any change to the material terms, of such inquiry, proposal, offer or request and shall respond promptly to all reasonable inquiries by the other Party with respect thereto and shall provide copies of any written documents or correspondence provided to the Solicited Party relating to such Acquisition Proposal.

Provided that the Solicited Party has complied with Section 7.2 [Notification of Proposals] of the Arrangement Agreement, at all times following the date of the Arrangement Agreement and prior to obtaining the Ceapro Securityholder Approval, as regards Ceapro, or the Aeterna Zentaris Shareholder Approval, as regards Aeterna Zentaris, if the Solicited Party (the “ Terminating Party ”) receives an Acquisition Proposal which the board of directors of the Terminating Party (other than the Non-Participating Director or the Aeterna Zentaris Non-Participating Director, as applicable) concludes in good faith, following consultation with its financial and outside legal advisors, constitutes a Superior Proposal and that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, the Terminating Party may, following its compliance with the procedures contained in Section 7.2 [Notification of Proposals] of the Arrangement Agreement, and subject to compliance with the procedures set forth in Sections 8.2 [Termination] and 8.3 [Termination Fees] of the Arrangement Agreement, terminate the Arrangement Agreement to enter into a definitive agreement with respect to such Superior Proposal.

Superior Proposal

Notwithstanding Section 7.1 [Non-Solicitation] of the Arrangement Agreement and subject to compliance with the obligations in Section 7.1 [Non-Solicitation] and 7.2 [Notification of Proposals] of the Arrangement Agreement, a Terminating Party may enter into a definitive agreement (a “ Proposed Agreement ”) with a third party providing for an Acquisition Proposal, if such Acquisition Proposal constitutes a Superior Proposal; provided that the Terminating Party may do so only after:

(a) it has provided the other Party with written notice that the board of directors of the Terminating Party (other than the Non-Participating Director or the Aeterna Zentaris Non-Participating Director, as applicable), has determined that it has received a Superior Proposal (a “ Superior Proposal Notice ”), which shall summarize the material terms of the Superior Proposal or other agreement relating to such Superior Proposal and, (x) in the case of Ceapro, shall specify the value or range in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the Superior Proposal, and (y) in the case of Aeterna Zentaris, shall specify the financial value placed by the Aeterna Zentaris Board on such Superior Proposal and the determining factors that have been considered by the Aeterna Zentaris Board to conclude that the Acquisition Proposal constitutes a Superior Proposal; and
(b) at least five Business Days (the “ Response Period ”) have elapsed from the date that is the later of the date on which the other Party received the Superior Proposal Notice and the date on which the other Party received a copy of the proposed definitive agreement for the Superior Proposal from the Terminating Party.

During the Response Period, the Terminating Party acknowledges and agrees that the other Party shall have the right, but not the obligation, to offer to amend the terms of the Arrangement Agreement and the Plan of Arrangement. If the other Party does so, then the board of directors and the special committee of the Terminating Party shall review with

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its financial and legal advisors any such proposal by the other Party to determine (acting in good faith and in accordance with its fiduciary duties) whether the Acquisition Proposal to which the Terminating Party is responding would continue to be a Superior Proposal when assessed against the amended Arrangement Agreement and Plan of Arrangement as proposed by the other Party. If the board of directors of the Terminating Party (other than the NonParticipating Director or the Aeterna Zentaris Non-Participating Director, as applicable) determines that the Acquisition Proposal would thereby cease to be a Superior Proposal, it will cause the other Party to enter into an amendment to the Arrangement Agreement and the Plan of Arrangement reflecting the offer by the other Party to amend the terms of the Arrangement Agreement and Plan of Arrangement and will further agree not to enter into the applicable Proposed Agreement (it being acknowledged and agreed that this further agreement will not restrict the Terminating Party from further engaging, in strict compliance with the terms of the Arrangement Agreement, with the Person making the Acquisition Proposal) and not to withdraw, modify or change any recommendation regarding the Plan of Arrangement save and except to reaffirm its recommendation of the amended Plan of Arrangement.

If (i) the other Party does not offer to amend the terms of the Arrangement Agreement and Plan of Arrangement within the Response Period or (ii) the board of directors of the Terminating Party (other than the Non-Participating Director or the Aeterna Zentaris Non-Participating Director, as applicable) determines acting in good faith, upon recommendation of its special committee, and in the proper discharge of its fiduciary duties (after consultation with its financial advisor and after receiving advice from its outside legal counsel) that the Acquisition Proposal would nonetheless remain a Superior Proposal with respect to the other Party’s proposal to amend the Arrangement Agreement and the Plan of Arrangement, and therefore rejects the other Party’s offer to amend the Arrangement Agreement and the Plan of Arrangement, the Terminating Party shall be entitled to terminate the Arrangement Agreement pursuant to Section 8.2 [Termination] of the Arrangement Agreement following the expiry of the Response Period and enter into the Proposed Agreement upon such termination of the Arrangement Agreement and payment to the other Party of the amount payable pursuant Section 8.2 [Termination] of the Arrangement Agreement.

Each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement of Section 7.3(a) [Superior Proposals] of the Arrangement Agreement and the other Party shall be afforded a new Response Period (except that references to the five Business Days period in the definition of Response Period shall be deemed to be references to a three Business Days period).

The board of directors of the Terminating Party shall promptly reaffirm its recommendation of the Arrangement by news release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Terminating Party determines that a proposed amendment to the terms of the Arrangement Agreement as contemplated under Section 7.3(b) [Response to Superior Proposals] of the Arrangement Agreement would result in an Acquisition Proposal constituting a Superior Proposal no longer being a Superior Proposal. The Terminating Party shall provide the other Party and its outside legal counsel with a reasonable opportunity to review the form and content of any such new release and shall make all reasonable amendments to such new release as requested by the other Party and its legal counsel.

If the Terminating Party provides a Superior Proposal Notice to the other Party after a date that is five or less Business Days before the Meeting or the Aeterna Zentaris Meeting, as applicable, the other Party shall be entitled, at its sole discretion, to require the Terminating Party to postpone or adjourn the Meeting or the Aeterna Zentaris Meeting, as applicable (the “ Terminating Party Meeting ”), to a date acceptable to both Parties (acting reasonably) that is not more then ten Business Days after the scheduled date of the Meeting or the Aeterna Zentaris Meeting, as applicable, but in any event to a date that is not less than five Business Days prior to the Outside Date, provided, however, that in the event that the Terminating Party Meeting is so postponed or adjourned, then the other Party shall also postpone or adjourn its Meeting or Aeterna Zentaris Meeting, as applicable, as required to align with the date of the Terminating Party Meeting.

Nothing in the Arrangement Agreement shall prevent a Party or its board of directors from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, and nothing in the Arrangement Agreement shall prevent the board of directors of a Party from making any disclosure to its shareholders if the board of directors of such Party, acting in good faith and upon the advice of its outside legal counsel, shall have first determined that the failure to make such disclosure would be inconsistent with its fiduciary duties or such disclosure is required by applicable Law. The other Party and its advisors shall be given a reasonable opportunity to review and comment on the content of any such disclosure.

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Access to Information; Confidentiality

Upon reasonable notice and subject to the Confidentiality Agreement and applicable Law, each Party shall, and shall cause its subsidiaries and their respective Representatives to, afford to the other Party and its Representatives, such reasonable access during normal business hours, including for the purpose of facilitating integration business planning, to the other Party’s and its subsidiaries’ officers, employees, agents, properties, books, records and Contracts, and shall furnish the other Party with all data and information as such Party may request, on an as reasonably requested basis.

Insurance and Indemnification

Unless otherwise agreed upon by the Parties, prior to the Effective Date, Ceapro shall purchase customary “tail” policies of directors’ and officers’ liability insurance for a period of up to six years providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Ceapro and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and after the Effective Time, Aeterna Zentaris will, and will cause Ceapro and its subsidiaries to, maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Time, provided that the cost of such policies shall not exceed 300% of the aggregate premium for such policies currently maintained by Aeterna Zentaris and its subsidiaries.

Each of Aeterna Zentaris and Ceapro agrees that it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Aeterna Zentaris and its subsidiaries and Ceapro and its subsidiaries, respectively, to the extent that they are disclosed to the other Party, and acknowledges that such rights, to the extent they are disclosed to the other Party, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

The provisions of Section 7.5 [Insurance and Indemnification] of the Arrangement Agreement are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose. Furthermore, Section 7.5 [Insurance and Indemnification] of the Arrangement Agreement shall survive the termination of the Arrangement Agreement as a result of the occurrence of the Effective Date for a period of six years.

In the event that Aeterna Zentaris, Ceapro or any of their respective successors (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that any such successor and assigns assumes all of the obligations set forth in Section 7.5 [Insurance and Indemnification] of the Arrangement Agreement.

Termination of the Arrangement Agreement

The Arrangement Agreement, may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement of Aeterna Zentaris and Ceapro;
(b) by either Aeterna Zentaris or Ceapro, if:
(i) the Effective Date shall not have occurred on or before the Outside Date, except that such right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under the Arrangement Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;
(ii) after the date of the Arrangement Agreement, there shall be enacted or made any applicable Law or there shall exist any injunction or court order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Aeterna Zentaris or Ceapro from consummating the Arrangement and such applicable Law, injunction or court order shall have become final and non-appealable; except that such right to terminate the Arrangement Agreement shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations or warranties
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under the Arrangement Agreement shall have been a material cause of the occurrence or continuation of the occurrence of such restraint or illegality;

(iii) the Arrangement Resolution shall have failed to obtain the Ceapro Securityholder Approval at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order; or
(iv) the Aeterna Zentaris Resolutions shall have failed to obtain the Aeterna Zentaris Shareholder Approval (other than in respect of the Aeterna Zentaris Name Change) at the Aeterna Zentaris Meeting (including any adjournment or postponement thereof);
(c) by Ceapro, if:
(i) the Board authorizes Ceapro, in accordance with the terms and procedures of Sections 7.1 [ NonSolicitation ], 7.2 [ Notification of Proposals ], and 7.3 [ Superior Proposals ] of the Arrangement Agreement, to enter into a Proposed Agreement, provided that it has otherwise complied with the terms of the Arrangement Agreement with respect thereto and provided that no termination under Section 8.2(c)(i) [ Ceapro Superior Proposal ] shall be effective unless and until Ceapro shall have paid to Aeterna Zentaris the Ceapro Termination Fee;
(ii) prior to obtaining the Aeterna Zentaris Shareholder Approval, the Aeterna Zentaris Board (other than the Aeterna Zentaris Non-Participating Director) (A) fails to unanimously recommend or withdraws, amends or modifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to Ceapro, the Aeterna Zentaris Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position, in each case, with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Aeterna Zentaris Meeting, if sooner), (C) accepts, approves, executes or enters into, or publicly proposes to accept, approve, execute or enter into, any agreement, letter of intent, agreement in principle or understanding in respect of an Acquisition Proposal, (D) fails to affirm publicly and without qualification the Aeterna Zentaris Board Recommendation within five Business Days following the public announcement of an Acquisition Proposal in respect of Aeterna Zentaris and the written request of Ceapro to provide such reaffirmation, provided that if such request is made fewer than five Business Days prior to the Meeting then, notwithstanding the foregoing, the Aeterna Zentaris Board in receipt of such request shall have make such affirmation as soon as practicable prior to the Meeting, it being further agreed that no such request for such affirmation shall be made except once per publicly announced Acquisition Proposal or material modification of such Acquisition Proposal, or (E) resolves to take any of the prohibited actions above (each, a “ Aeterna Zentaris Change in Recommendation ”) or Aeterna Zentaris willfully breaches Sections 7.1 [ Non-Solicitation ], 7.2 [ Notification of Proposals ], and 7.3 [ Superior Proposals ] of the Arrangement Agreement in any material respect;
(iii) subject to Section 6.5 [ Notice and Cure Provisions ] of the Arrangement Agreement, any breach of any representation or warranty or failure to perform any covenant or obligation on the part of Aeterna Zentaris under the Arrangement Agreement occurs that would cause any condition in Section 6.1 [ Mutual Conditions Precedent ], Section 6.2(a) [ Aeterna Zentaris Covenants Condition ] or Section 6.2(b) [ Aeterna Zentaris Representations and Warranties Condition ] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5 [ Notice and Cure Provisions ] of the Arrangement Agreement, provided, however, that Ceapro is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in Section 6.1 [ Mutual Conditions Precedent ], Section 6.3(a) [ Ceapro Covenants Conditions ] or Section 6.3(b) [ Ceapro Representations and Warranties Condition ] of the Arrangement Agreement not to be satisfied; or
(iv) there shall occur after the date of the Arrangement Agreement any change, effect, event, circumstance or fact that constitutes an Aeterna Zentaris Material Adverse Effect;
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(d) by Aeterna Zentaris, if:
(i) the Aeterna Zentaris Board, in accordance with the terms and procedures of Sections 7.1 [ NonSolicitation ], 7.2 [ Notification of Proposals ], and 7.3 [ Superior Proposals ] of the Arrangement Agreement, authorizes Aeterna Zentaris to enter into a Proposed Agreement, provided that it has otherwise complied with the terms of the Arrangement Agreement with respect thereto and provided that no termination under Section 8.2(d)(i) [T ermination by Aeterna Zentaris upon Superior Proposal ] of the Arrangement Agreement shall be effective unless and until Aeterna Zentaris shall have paid to Ceapro the Aeterna Zentaris Termination Fee;
(ii) prior to obtaining the Ceapro Securityholder Approval, the Board (other than the Non-Participating Director) (A) fails to unanimously recommend or withdraws, amends or modifies (or proposes publicly to withdraw, amend, modify or qualify), in a manner adverse to Aeterna Zentaris, the Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position, in each case, with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Meeting, if sooner), (C) accepts, approves, executes or enters into, or publicly proposes to accept, approve, execute or enter into, any agreement, letter of intent, agreement in principle or understanding in respect of an Acquisition Proposal, (D) fails to affirm publicly and without qualification the Board Recommendation within five Business Days following the public announcement of an Acquisition Proposal in respect of Ceapro and the written request of Aeterna Zentaris to provide such reaffirmation, provided that if such request is made fewer than five Business Days prior to the Aeterna Zentaris Meeting, (i) then, notwithstanding the foregoing, the Board in receipt of such request shall have make such affirmation as soon as practicable prior to the Aeterna Zentaris Meeting, it being further agreed that no such request for such affirmation shall be made except once per publicly announced Acquisition Proposal or material modification of such Acquisition Proposal, or (E) resolves to take any of the prohibited actions above (each, a “ Ceapro Change in Recommendation ”) or Ceapro willfully breaches Sections 7.1 [ Non-Solicitation ], 7.2 [ Notification of Proposals ], and 7.3 [ Superior Proposals ] of the Arrangement Agreement in any material respect;
(iii) subject to Section 6.5 [ Notice and Cure Provisions ] of the Arrangement Agreement, any breach of any representation or warranty or failure to perform any covenant or obligation on the part of Ceapro under the Arrangement Agreement occurs that would cause any condition in Section 6.1 [ Mutual Conditions Precedent ], Section 6.3(a) [ Ceapro Covenants Conditions ] or Section 6.3(b) [ Ceapro Representations and Warranties Condition ] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 6.5 [ Notice and Cure Provisions ] of the Arrangement, provided, however, that Aeterna Zentaris is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in Section 6.1 [ Mutual Conditions Precedent ], Section 6.2(a) [ Aeterna Zentaris Covenants Condition ] and Section 6.2(b) [ Aeterna Zentaris Representations and Warranties Condition ] of the Arrangement Agreement not to be satisfied; or
(iv) there shall occur after the date of the Arrangement Agreement any change, effect, event, circumstance or fact that constitutes a Ceapro Material Adverse Effect.

The Party desiring to terminate the Arrangement Agreement pursuant to Section 8.2 [Termination] of the Arrangement Agreement (other than pursuant to Section 8.2(a) [Termination by Mutual Agreement] of the Arrangement Agreement) shall give notice of such termination to the other Party. If the Arrangement Agreement is terminated pursuant to Section 8.2 [Termination] of the Arrangement Agreement, the Arrangement Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or Representative of such Party) to any other Party, except as otherwise expressly contemplated in the Arrangement Agreement, and provided that the provisions of the last paragraph of Section 8.2 [Termination] of the Arrangement Agreement and Sections 7.3(g) [Response to Acquisition Proposals] , 8.3 [Termination Fees] , 9.3 [Notices] , 9.4 [Governing Law] , 9.5 [Injunctive Relief] and 9.8 [Entire Agreement; Binding Effect and Assignment] of the Arrangement Agreement and the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive any termination

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of the Arrangement Agreement pursuant to Section 8.2 [Termination] of the Arrangement Agreement; provided further that neither the termination of the Arrangement Agreement nor anything contained in Section 8.2 [Termination] of the Arrangement Agreement shall relieve a Party from any liability for breach of the Arrangement Agreement arising prior to such termination.

Termination Fees

Aeterna Zentaris shall be entitled to a fee of $500,000 (the “ Ceapro Termination Fee ”) upon the occurrence of any of the following events (each a “ Ceapro Termination Fee Event ”) which shall be paid by Ceapro to Aeterna Zentaris within the time specified below in respect of each such Ceapro Termination Fee Event:

(a) the Arrangement Agreement is terminated by Aeterna Zentaris pursuant to Section 8.2(d)(ii) [ Ceapro Change in Recommendation ] of the Arrangement Agreement, in which case the Ceapro Termination Fee shall be paid on or prior to the first Business Day following such termination;
(b) the Arrangement Agreement will be terminated by Ceapro pursuant to Section 8.2(c)(i) [ Ceapro Superior Proposal ] of the Arrangement Agreement in which case the Ceapro Termination Fee shall be paid prior to or concurrent with such termination;
(c) the Arrangement Agreement is terminated by either Party pursuant to Section 8.2(b)(iii) [ No Ceapro Shareholder Approval ] of the Arrangement Agreement, but only if, in the case of Section 8.3(a)(iii) [ Acquisition Proposal and No Ceapro Shareholder Approval ] of the Arrangement Agreement, prior to the earlier of the termination of the Arrangement Agreement or the holding of the Meeting, an Acquisition Proposal shall have been made to Ceapro, or the intention to make an Acquisition Proposal with respect to Ceapro shall have been publicly announced by any Person (other than Aeterna Zentaris) and within 12 months following the date of such termination:
(i) an Acquisition Proposal is consummated by Ceapro (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above); or
(ii) Ceapro and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Board approves or recommends, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above) and at any time thereafter, such Acquisition Proposal is later consummated (whether or not within 12 months after such termination);

provided, however, that for these purposes all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; and in which case the Ceapro Termination Fee shall be payable on or prior to the consummation of the applicable transaction referred to therein; or

(d) the Arrangement Agreement is otherwise validly terminated pursuant to Section 8.2 [ Termination ] of the Arrangement Agreement if at such time Aeterna Zentaris is entitled to terminate the Arrangement Agreement pursuant to pursuant to Section 8.2(d)(ii) [Ceapro Change in Recommendation] in which case the Ceapro Termination Fee shall be paid on or prior to the third Business Day following such termination.

Ceapro shall be entitled to a fee of $500,000 (the “ Aeterna Zentaris Termination Fee ”) upon the occurrence of any of the following events (each an “ Aeterna Zentaris Termination Fee Event ”) which shall be paid by Aeterna Zentaris to Ceapro within the time specified below in respect of each such Aeterna Zentaris Termination Fee Event:

(a) the Arrangement Agreement is terminated by Ceapro pursuant to Section 8.2(c)(i) [ Aeterna Zentaris Change in Recommendation ] of the Arrangement Agreement, in which case the Aeterna Zentaris Termination Fee shall be paid on or prior to the first Business Day following such termination;
(b) the Arrangement Agreement will be terminated by Aeterna Zentaris pursuant to Section 8.2(d)(i) [ Aeterna Zentaris Superior Proposal ] of the Arrangement Agreement, in which case the Aeterna Zentaris Termination Fee shall be paid prior to or concurrent with such termination;
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(c) the Arrangement Agreement is terminated by either Party pursuant to Section 8.2(b)(iv) [No Aeterna Zentaris Shareholder Approval] of the Arrangement Agreement, but only if, in the case of Section 8.3(b)(ii) [Acquisition Proposal and No Aeterna Zentaris Shareholder Approval] of the Arrangement Agreement, prior to the earlier of the termination of the Arrangement Agreement or the holding of the Aeterna Zentaris Meeting, an Acquisition Proposal shall have been made to Aeterna Zentaris, or the intention to make an Acquisition Proposal with respect to Aeterna Zentaris shall have been publicly announced by any Person (other than Ceapro) and within 12 months following the date of such termination:
(i) an Acquisition Proposal is consummated by Aeterna Zentaris (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above); or
(ii) Aeterna Zentaris and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Aeterna Zentaris Board approves or recommends, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above) and at any time thereafter, such Acquisition Proposal is consummated (whether or not within 12 months after such termination);

provided, however, that for these purposes all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; and in which case the Aeterna Zentaris Termination Fee shall be payable on or prior to the consummation of the applicable transaction referred to therein; or

(d) the Arrangement Agreement is otherwise validly terminated pursuant to Section 8.2 [Termination] of the Arrangement Agreement if at such time Ceapro is entitled to terminate the Arrangement Agreement pursuant to pursuant to Section 8.2(c)(ii) [Aeterna Zentaris Change in Recommendation] of the Arrangement Agreement in which case the Aeterna Zentaris Termination Fee shall be paid on or prior to the third Business Day following such termination.

The Ceapro Termination Fee and the Aeterna Zentaris Termination Fee shall be payable by the applicable Party to the other Party by wire transfer in immediately available funds to an account specified in writing by the Party receiving the payment.

Only one Ceapro Termination Fee is payable by Ceapro and only one Aeterna Zentaris Termination Fee is payable by Aeterna Zentaris.

Each of the Parties acknowledges that the agreements contained in Section 8.3 [Termination Fees] of the Arrangement Agreement are an integral part of the transactions contemplated in the Arrangement Agreement and that, without those agreements, the Parties would not enter into the Arrangement Agreement. The Parties further acknowledge and agree that the Ceapro Termination Fee or the Aeterna Zentaris Termination Fee, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to Arrangement in the circumstances in which the Ceapro Termination Fee or the Aeterna Zentaris Termination Fee, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under the Arrangement Agreement, (iii) is not a payment for lost profits or a penalty, and no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Each of the Parties acknowledges and agrees that, upon termination of the Arrangement Agreement under circumstances where a Party is entitled to the Ceapro Termination Fee or the Aeterna Zentaris Termination Fee and such termination fee is paid in full, the Party receiving the applicable termination fee shall be precluded from any other remedy against the other Party at law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with the Arrangement Agreement or the transactions contemplated thereby. The foregoing limitation does not apply in the event of fraud or willful or intentional breach of the Arrangement Agreement by a Party.

Nothing in Section 8.3 [Termination Fees] of the Arrangement Agreement shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by a Party as a result of a knowing and intentional breach of the Arrangement Agreement.

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Expenses

Except as otherwise provided in the Arrangement Agreement, all fees, costs and expenses incurred in connection with the Arrangement Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

Specific Performance

The Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of the Arrangement Agreement and to enforce compliance with the terms of the Arrangement Agreement or to otherwise obtain specific performance of any such provisions, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief being waived by the Parties. Notwithstanding the foregoing, while each Party may pursue both a grant of specific performance in accordance with Section 9.5 [Injunctive Relief] of the Arrangement Agreement and the payment of monetary damages, under no circumstances shall a Party be permitted or entitled to receive both a grant of specific performance of the other Party’s obligations to complete the transactions contemplated by the Arrangement Agreement and any monetary damages (including all or any portion of the Ceapro Termination Fee or the Aeterna Zentaris Termination Fee, as applicable), except in the event of fraud or willful or intentional breach of the Arrangement Agreement by the other Party.

Amendment

The Arrangement Agreement and, subject to Section 5.01 [Amendments to Plan of Arrangement] of the Plan of Arrangement, the Plan of Arrangement, may, at any time and from time to time before or after the holding of the Meeting and Aeterna Zentaris Meeting but not later than the Effective Time, be amended or varied by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracies or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant thereto;
(c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement and waive or modify the performance of any of the obligations of the Parties; and/or
(d) waive compliance with or modify any mutual conditions precedent contained in the Arrangement Agreement.

Waiver

Any Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided in the Arrangement Agreement, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained in the Arrangement Agreement, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained in the Arrangement Agreement or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

The failure or delay by a Party in enforcing, or insisting upon strict performance of, any provision of the Arrangement Agreement does not constitute a waiver of such provision or in any way affect the enforceability of the Arrangement Agreement (or any of its provisions) or deprive a Party of the right, at any time or from time to time, to enforce or insist upon strict performance of that provision or any other provision of the Arrangement Agreement.

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Governing Law and Jurisdiction

The Arrangement Agreement is governed by and is to be construed in accordance with the Laws of the Province of Alberta and the laws of Canada applicable in the Province of Alberta. Each Party irrevocably attorned to the exclusive jurisdiction of the courts of the Province of Alberta and waived any defences to the maintenance of an action in the courts of the Province of Alberta.

SECURITIES LAW MATTERS

The following is a brief summary of the Canadian and United States securities law considerations applying to the transactions contemplated herein not discussed elsewhere in this Circular.

Canadian Securities Laws

The following discussion is only a general overview of certain requirements of Canadian Securities Laws that may be applicable to Securityholders. All Securityholders are urged to obtain legal advice to determine the Canadian conditions and restrictions applicable to trades in the securities issuable pursuant to the Arrangement. To the extent that a Securityholder resides outside Canada, the securities received by such Person may be subject to certain additional transfer restrictions under Applicable Laws. All such Securityholders residing outside Canada are urged to obtain legal advice regarding such transfer restrictions.

Status under Canadian Securities Laws

The Company is a reporting issuer in British Columbia and Alberta. The Shares are currently listed and posted for trading on the TSXV under the symbol “CZO” and are quoted on the OTCQX under the symbol “CRPOF”. If the Arrangement becomes effective and the Company becomes a wholly-owned subsidiary of Aeterna Zentaris, it is anticipated that the Shares will be delisted from the TSXV and cease to be quoted on the OTCQX and the Company will apply to cease to be a reporting issuer under the Securities Laws of the provinces of British Columbia and Alberta.

Distribution and Resale of Consideration Shares and Replacement Options under Canadian Securities Laws

The distribution of the Consideration Shares and Replacement Options pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws and is exempt from or is not otherwise subject to the registration requirements under applicable Canadian Securities Laws. The Consideration Shares received pursuant to the Arrangement will not be legended and may be resold in each of the provinces of Canada provided that (i) Aeterna Zentaris is a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (ii) the trade is not a “control distribution” as defined NI 45-102; (iii) no unusual effort is made to prepare the market or to create a demand for the Consideration Shares; (iv) no extraordinary commission or consideration is paid to a Person in respect of such sale; and (v) if the selling securityholder is an “insider” or “officer” of Aeterna Zentaris (as such terms are defined by applicable Canadian Securities Laws), the insider or officer has no reasonable grounds to believe that Aeterna Zentaris is in default under applicable Canadian Securities Laws.

MI 61-101

The Company is a reporting issuer in Alberta and, accordingly, is subject to MI 61-101. MI 61-101 is intended to regulate certain transactions which raise the potential for conflicts of interest to ensure the protection and fair treatment of minority shareholders, including issuer bids, insider bids, related party transactions and business combinations, each of which would require enhanced disclosure, approval by a majority of the minority securityholders (excluding interested parties, related parties of interested parties and their joint actors) and, in certain circumstances, an independent formal valuation.

While the Arrangement does not constitute an issuer bid, an insider bid or a related party transaction, the protections of MI 61-101 also generally apply to “business combination” (as defined in MI 61-101) transactions in which the interests of securityholders may be terminated without their consent and where, inter alia , a “related party” of an issuer (as defined in MI 61-101, and including directors, executive officers and shareholders holding over 10% of

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outstanding voting shares of the issuer) is entitled to receive , inter alia , a “collateral benefit” (as defined in MI 61101) in connection with an arrangement.

A collateral benefit includes any benefit that a related party of the Company is entitled to receive as a consequence of the Arrangement, including an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the Company. MI 61-101 excludes from the meaning of collateral benefit: (i) a payment or distribution per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as (ii) certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer, of an affiliated entity of such issuer, or of a successor to the business of such issuer if: (A) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (B) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (C) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (D) either: (I) at the time the transaction is agreed to, the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer; or (II) ( x ) the related party discloses to an independent committee of the board of directors of the issuer the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns; ( y ) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in (II) (x) above; and ( z ) and the independent committee’s determination is disclosed in the disclosure document for the transaction.

In assessing whether the Arrangement could be considered to be a business combination for the purposes of MI 61101, the Board (excluding the Non-Participating Director) has determined that there are no related parties of the Company who are entitled to receive a collateral benefit as a consequence of the Arrangement for the purposes of MI 61-101 and the Arrangement therefore does not constitute a business combination for the purposes of MI 61-101.

The directors and officers of the Company may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Securityholders. The Special Committee and the Board (excluding the NonParticipating Director) are aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by Securityholders. See “ The Arrangement – Interests of Certain Persons in the ” Arrangement .

U.S. Securities Laws

The following discussion is only a general overview of certain requirements of U.S. Securities Laws that may be applicable to Securityholders. All such Securityholders are urged to obtain legal advice to ensure that the resale of securities issued in the Arrangement complies with applicable U.S. Securities Laws and to determine the U.S. conditions and restrictions applicable to transfer of the Consideration Shares and Replacement Options issuable pursuant to the Arrangement.

Exemption from U.S. Registration for Consideration Shares and Replacement Options

The Consideration Shares and Replacement Options issuable under the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions under the U.S. Securities Laws of the respective U.S. states in which Securityholders reside. The Section 3(a)(10) Exemption exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities from the registration requirements of the U.S. Securities Act where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all Persons to whom it is proposed to issue securities in such exchange have the right to appear (and receive timely and adequate notice thereof), by a court or by a governmental authority expressly authorized by law to grant such approval. Such court or governmental entity must be advised before the hearing that the issuer will rely on the Section 3(a)(10) Exemption based on the court’s or governmental entity’s approval of the transaction.

The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Company obtained the Interim Order on January 18, 2024 and,

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subject to the approval of the Arrangement by the Securityholders, a hearing for a Final Order approving the Arrangement is currently expected to take place on or about March 27, 2024. All Securityholders are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. The Final Order of the Court will, if granted, constitute the basis for the Section 3(a)(10) Exemption with respect to the securities to be issued under the Arrangement.

The Consideration Shares to be issued to the Shareholders under the Arrangement will be freely transferable under U.S. Securities Laws, except that the U.S. Securities Act imposes restrictions on the resale of Consideration Shares received pursuant to the Arrangement by Persons who are “affiliates” of the Resulting Issuer at the Effective Date or who have been affiliates of Aeterna Zentaris within 90 days prior to the Effective Date.

As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such issuer and may include certain officers and directors of such issuer as well as principal shareholders of such issuer. “Control” means the possession, direct or indirect, of the power to direct or cause direction of the management and policies of an issuer, whether through the ownership of voting securities, by contract or otherwise.

An “affiliate” of the Resulting Issuer at the Effective Date may include directors or executive officers of Aeterna Zentaris who become directors or executive officers of the Resulting Issuer at the Effective Date, directors or executive officers of Ceapro who become directors or executive officers of the Resulting Issuer at the Effective Date, any other directors or executive officers of the Resulting Issuer at the Effective Date, and principal shareholders of the Resulting Issuer at the Effective Date. An “affiliate” of Aeterna Zentaris within 90 days prior to the Effective Date may include executive officers and directors of Aeterna Zentaris, as well as principal shareholders of Aeterna Zentaris, in each case within 90 days prior to the Effective Date.

Any Shareholder who, upon consummation of the Arrangement, is an “affiliate” (as defined in Rule 144 under the U.S. Securities Act) of the Resulting Issuer at the Effective Date or was, at any time during the 90 days immediately prior to the Effective Date, an “affiliate” of Aeterna Zentaris, may not resell such Consideration Shares, unless they are registered under the U.S. Securities Act or an exemption from registration, such as the exemptions contained in Rule 144 under the U.S. Securities Act and Rule 904 of Regulation S under the U.S. Securities Act, is available.

Regulation S Resales of Consideration Shares by Affiliates

In general, pursuant to Rule 904 of Regulation S under the U.S. Securities Act, Persons who are affiliates of the Resulting Issuer at the Effective Date or were, at any time during the 90 days immediately prior to the Effective Date, “affiliates” of Aeterna Zentaris, solely by virtue of their status as an officer or director of such company may sell Consideration Shares outside the United States in an “offshore transaction” (which would include a sale through the TSX, if applicable) if neither the seller nor any Person acting on its behalf engages in “directed selling efforts” in the United States and no selling commission, fee or other remuneration is paid in connection with such sale other than a usual and customary broker’s commission. For purposes of Regulation S, “directed selling efforts” means “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered” in the sale transaction. Pursuant to Rule 903 of Regulation S, certain additional restrictions are applicable to a holder of Consideration Shares who is an affiliate of the Resulting Issuer at the Effective Date or was, at any time during the 90 days immediately prior to the Effective Date, an “affiliate” of Aeterna Zentaris, other than solely by virtue of his or her status as an officer or director of such company.

Rule 144 Resales of Consideration Shares by Affiliates

In general, under Rule 144 under the U.S. Securities Act, Persons that are affiliates of the Resulting Issuer at the Effective Date or were, at any time during the 90 days immediately prior to the Effective Date, “affiliates” of Aeterna Zentaris, will be entitled to sell the Consideration Shares that they receive under the Arrangement, provided that the number of Consideration Shares sold, together with all other shares of the same class sold for their account during any three-month period, does not exceed the greater of 1% of the then outstanding securities of such class or, if such shares are listed on a U.S. securities exchange (including the Nasdaq) and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such shares during the four calendar week period preceding the date of sale, subject to aggregation rules, specified restrictions on the manner of sale, reporting requirements, and the availability of current public information about the relevant issuer.

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Exercise and Resales of Replacement Options and Resales of Aeterna Zentaris Shares Issuable Upon Exercise of Replacement Options

The Replacement Options are not generally transferable other than by will or the laws of descent under the terms and conditions of the option plan of Aeterna Zentaris governing such Replacement Options.

Optionholders are advised that the Section 3(a)(10) Exemption will not be available for the issuance of the Aeterna Zentaris Shares that are issuable upon exercise of the Replacement Options. Therefore, the Replacement Options may be exercised only pursuant to a registration statement that has been declared effective by the SEC and is available for the issuance of such Aeterna Zentaris Shares, or pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and the securities laws of any applicable state of the United States.

Aeterna Zentaris Shares received upon the exercise of the Replacement Options by holders in the United States pursuant to an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities”, as such term is defined in Rule 144 under the U.S. Securities Act, and may not be resold in the United States unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available. These Aeterna Zentaris Shares may be sold pursuant to Rule 144 under the U.S. Securities Act or outside the United States in compliance with Regulation S under the U.S. Securities Act.

Pursuant to the Arrangement Agreement and to the extent permitted by applicable Law, as promptly as reasonably practicable following the Effective Date, Aeterna Zentaris has agreed to cause a registration statement on Form S-8 to be filed with the SEC which registers the issuance of Aeterna Zentaris Shares issuable upon exercise of the Replacement Options and, if Aeterna Zentaris is not permitted by applicable Law to file a Form S-8 registering the issuance of the Aeterna Zentaris Shares issuable upon exercise of Replacement Options, Aeterna Zentaris has agreed to promptly file a registration statement on appropriate form to register the resale of the Aeterna Zentaris Shares issuable upon exercise of the Replacement Options or otherwise take all necessary actions to cause the Aeterna Zentaris Shares issuable upon exercise of the Replacement Options to be issued without restrictive legends.

STOCK EXCHANGE MATTERS

The Shares are currently listed and posted for trading on the TSXV under the symbol “CZO” and quoted on the OTCQX under the symbol “CRPOF”. On December 13, 2023, the last trading day on which the Shares traded prior to the announcement of the Arrangement, the closing price of the Shares on the TSXV was $0.225.

If the Arrangement becomes effective and the Company becomes a wholly-owned subsidiary of Aeterna Zentaris, Aeterna Zentaris intends to cause the Company to apply to delist or remove the Shares from the TSXV and notify the OTCQX such that the Shares shall cease to be quoted on the OTCQX. The Company received conditional approval of the Arrangement from the TSXV on January 22, 2024. If the Arrangement is completed, Former Shareholders will be entitled to receive Consideration Shares.

The Aeterna Zentaris Shares are currently listed and posted for trading on the TSX and the Nasdaq under the symbol “AEZS”. It is a condition precedent to the completion of the Arrangement that the TSX and the Nasdaq shall have conditionally approved the listing or continued listing of the Aeterna Zentaris Shares, including all the outstanding Aeterna Zentaris shares, the Consideration Shares issuable under the Arrangement (subject to official notice of issuance), as of the Effective Date, as well as the Aeterna Zentaris Shares underlying the Aeterna Zentaris Options, the Replacement Options, the Aeterna Zentaris Warrants and the Aeterna Zentaris New Warrants, with final notice of issuance to be provided by the TSX and the Nasdaq as soon as possible thereafter. Aeterna Zentaris received conditional approval from the TSX on February 9, 2024, and has applied for approval from the Nasdaq.

PRINCIPAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations under the Tax Act relating to the Arrangement generally applicable to a Shareholder who beneficially owns Shares and disposes of such Shares pursuant to the Arrangement, and who, for purposes of the Tax Act and at all relevant times: (i) holds its Shares, and will hold any Consideration Shares acquired pursuant to the Arrangement, as capital property; (ii) deals at arm’s length with each of the Parties; and (iii) is not affiliated with either of the Parties (a “ Holder ”). Shares and Consideration

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Shares will generally be considered as capital property of a Shareholder for the purposes of the Tax Act unless the Shareholder uses or holds such securities in the course of carrying on a business of buying and selling securities or the Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act in force on the date hereof and an understanding of the current published administrative policies and assessing practices of the CRA. The summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may materially differ from the Canadian federal income tax considerations discussed herein.

This summary does not apply to a Holder: (i) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act; (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) that has an interest that would be, or whose Shares or Consideration Shares are, a “tax shelter” or a “tax shelter investment” (each as defined in the Tax Act); (iv) that has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; (v) that has entered into or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement” (as those terms are defined in the Tax Act) with respect to Shares or Consideration Shares; (vi) that receives dividends on its Shares or Consideration Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act); or (vii) that is a corporation resident in Canada and that is, or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes), as part of a series of transactions or events that includes the Arrangement, controlled by a non-resident Person (or by a group of non-resident Persons that do not deal at arm’s length with each other for the purposes of the Tax Act) for the purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. This summary also does not address all issues relevant to Holders who acquired Shares on the exercise of an option or other convertible security or pursuant to any other employee compensation plan. This summary does not apply to holders of Options or any other convertible securities of the Company. All such Holders should consult their own tax advisors having regard to their particular circumstances .

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Holders Resident in Canada

The following portion of this summary is generally applicable to a Holder who at all relevant times, for the purposes of the Tax Act, is or is deemed to be resident in Canada (a “ Resident Holder ”).

Certain Resident Holders whose Shares or Consideration Shares might not otherwise be capital property may, in certain circumstances, be entitled to make an irrevocable election under Subsection 39(4) of the Tax Act to have such shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Holder in the taxation year in which the election is made and in all subsequent taxation years, deemed to be capital property. Any Resident Holder contemplating making such an election should consult with their tax advisor for advice as to whether the election is available or advisable in their particular circumstances.

Exchange of Shares for Consideration Shares

A Resident Holder that receives Consideration Shares in exchange for its Shares pursuant to the Arrangement will generally be eligible to treat the exchange as an automatic tax-deferred rollover under the provisions of Section 85.1 of the Tax Act, with the result that such Resident Holder will be deemed to have disposed of its Shares for proceeds of disposition equal to the adjusted cost base of such shares immediately before the disposition, and to have acquired the Consideration Shares received by it pursuant to the Arrangement at a cost equal to such adjusted cost base. A

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Resident Holder’s cost of Consideration Shares received pursuant to the Arrangement will be averaged with the adjusted cost base of all other Aeterna Zentaris Shares held by such Resident Holder as capital property immediately prior to the Effective Time for the purposes of determining the adjusted cost base of each Consideration Share and Aeterna Zentaris Share held by such Resident Holder immediately after the Effective Time.

The automatic tax-deferral treatment described above in connection with a Resident Holder’s exchange of Shares for Consideration Shares pursuant to the Arrangement will not apply where the Resident Holder has, in its income tax return for the taxation year in which the exchange takes place, included in computing its income for the year any portion of the gain or loss otherwise determined from the disposition of such exchanged Shares. A Resident Holder that includes in income any portion of the gain or loss otherwise determined in respect of the disposition of its Shares in exchange for Consideration Shares pursuant to the Arrangement will be deemed to have disposed of such exchanged Shares for proceeds of disposition equal to the fair market value of the Consideration Shares received in exchange therefor, and to have acquired such Consideration Shares at a cost equal to the fair market value of such exchanged Shares. In that case, the Resident Holder will generally realize a capital gain (or capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of the Shares disposed of immediately before the disposition and any reasonable costs of disposition. See “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” .

Dividends on Consideration Shares

In the case of a Resident Holder who is an individual, dividends received or deemed to be received on Consideration Shares will be included in computing such individual’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends that are designated as “eligible dividends” (as defined in the Tax Act) by Aeterna Zentaris in accordance with the Tax Act. There may be limitations on the ability of Aeterna Zentaris to designate dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, dividends received or deemed to be received on Consideration Shares will be included in computing the corporation’s income and will generally be deductible in computing its taxable income. However, in some circumstances, the amount of any dividend received or deemed to be received on Consideration Shares by a Resident Holder that is a corporation may be treated as proceeds of disposition or a capital gain and not as a dividend under Subsection 55(2) of the Tax Act. Resident Holders that are corporations should consult their own tax advisors having regard to their particular circumstances.

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or any other corporation resident in Canada controlled, whether because of a beneficial interest in one or more trusts or otherwise, by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts), may be liable to pay an additional tax (refundable in certain circumstances) under Part IV of the Tax Act on any taxable dividend received or deemed to be received on the Consideration Shares to the extent such dividend is deductible in computing the Resident Holder’s taxable income for the year.

Disposition of Consideration Shares

On the disposition or deemed disposition by a Resident Holder of Consideration Shares acquired pursuant to the Arrangement (except to Aeterna Zentaris, unless purchased by Aeterna Zentaris in the open market in a manner in which shares are normally purchased by any member of the public in the open market), the Resident Holder will generally realize a capital gain (or capital loss) equal to the amount by which the Resident Holder’s proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of the shares disposed of immediately before the disposition and any reasonable costs of disposition. See “ Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “ allowable capital loss ”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the

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Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may generally be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year, against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition (or deemed disposition) of its Shares or Consideration Shares may be reduced by the amount of dividends received (or deemed to be received) by it on such shares (and, in certain circumstances, shares exchanged for such shares), to the extent and under the circumstances described in the Tax Act. Analogous rules apply to a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Resident Holders should consult their own tax advisors.

Additional Refundable Tax on Aggregate Investment Income

A Resident Holder that is, throughout the taxation year, a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable for an additional tax (refundable in certain circumstances) on certain investment income, including certain amounts in respect of net taxable capital gains, dividends and interest. Tax Proposals contained in Bill C-59 tabled on November 21, 2023 that are proposed to be effective for taxation years that end on or after April 7, 2022, are intended to extend this additional tax and refund mechanism to Resident Holders that are “substantive Canadian-controlled private corporations” (as defined in such Tax Proposals) at any time in the year. Resident Holders should consult their own advisors with respect to the potential application to them of such Tax Proposals.

Alternative Minimum Tax on Individuals

Capital gains realized and taxable dividends received (or deemed to be received) by a Resident Holder that is an individual (including certain trusts) may increase the Resident Holder’s liability for alternative minimum tax. Tax Proposals released on August 4, 2023 contain revisions to the minimum tax rules which, if enacted, will apply to taxation years that begin after 2023. Resident Holders should consult their own tax advisors with respect to the application of alternative minimum tax.

Resident Dissenting Shareholders

A Resident Holder who is a Dissenting Shareholder that properly exercises Dissent Rights in respect of its Shares will, pursuant to the Plan of Arrangement, be deemed to have transferred such Dissent Shares to Aeterna Zentaris and will be entitled to be paid the fair value of such Dissent Shares by Ceapro. Such a Dissenting Shareholder that is a Resident Holder will be considered to have disposed of its Dissent Shares for proceeds of disposition equal to the amount received by it from Aeterna Zentaris (other than such portion that is in respect of interest, if any, awarded by the Court), and will realize a capital gain (or capital loss) to the extent that the proceeds of disposition of its Dissent Shares exceed (or are less than) the aggregate of the adjusted cost base to the Dissenting Shareholder of such Dissent Shares and any reasonable costs of disposition. Any such capital gain or capital loss will be subject to the same tax treatment as described under the heading “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” .

Interest, if any, awarded by the Court to a Resident Holder who is a Dissenting Shareholder will be included in the Resident Holder’s income for the purposes of the Tax Act.

Under the Plan of Arrangement, Shareholders, who for any reason are not entitled to be paid the fair value of their Shares, shall be treated as if they had participated in the Arrangement on the same basis as non-Dissenting Shareholders. The principal Canadian federal income tax considerations generally applicable to such Shareholders who are Resident Holders in connection with the Arrangement will be the same as those described above in connection with Resident Holders who do not exercise Dissent Rights.

Resident Holders should consult their own tax advisors for specific advice with respect to the tax consequences in their own particular circumstances of exercising their Dissent Rights.

See “Dissent Rights” .

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Holders Not Resident in Canada

The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention: (i) is not, and is not deemed to be, resident in Canada; (ii) does not use or hold and is not deemed to use or hold its Shares (or any Consideration Shares acquired under the Arrangement) in, or in the course of carrying on, a business in Canada; (iii) is not a Person who carries on an insurance business in Canada and elsewhere; and (iv) is not an “authorized foreign bank” (as defined in the Tax Act) (a “ NonResident Holder ”).

Exchange of Shares for Consideration Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of its Shares pursuant to the Arrangement unless the Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. A Share will generally not be “taxable Canadian property” of a Non-Resident Holder at the time of disposition, provided that the Share is at that time listed on a “designated stock exchange” (as defined in the Tax Act), which currently includes the TSXV, unless at any time during the 60-month period immediately preceding the disposition of such Share the following two conditions are met concurrently: (i) the Non-Resident Holder, either alone or together with Persons with whom the Non-Resident Holder did not deal at arm’s length or with any partnership in which the Non-Resident Holder or Persons with whom the NonResident Holder did not deal at arm’s length held a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the Company; and (ii) more than 50% of the fair market value of the shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act) and options in respect of, interests in, or for civil law rights in, any such properties whether or not the properties exist. A Share may also be deemed to be “taxable Canadian property” in certain other circumstances.

If Shares are “taxable Canadian property” of a Non-Resident Holder, such Non-Resident Holder may be exempt from Canadian tax on the disposition of such Shares by virtue of an applicable income tax treaty or convention. NonResident Holders whose Shares constitute “taxable Canadian property” should consult their tax advisors in this regard.

If Shares are “taxable Canadian property” of a Non-Resident Holder and such Non-Resident Holder is not exempt from Canadian tax in respect of the disposition of such Shares pursuant to an applicable income tax treaty or convention, the tax consequences will generally be as described under the headings “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of Shares for Consideration Shares” (including with respect to the ability to treat the exchange as an automatic tax-deferred rollover under the provisions of Section 85.1 of the Tax Act) and “Principal Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” .

Non-Resident Holders whose Shares are or may be taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Dividends on Consideration Shares

Dividends paid or credited, or deemed to be paid or credited, on Consideration Shares to a Non-Resident Holder will be subject to withholding tax under the Tax Act at a rate of 25% of the amount of the dividends unless the rate is reduced by an applicable income tax convention or treaty. Under the Canada-United States Tax Convention (1980) , as amended (the “ Canada-US Tax Treaty ”), the withholding rate on any such dividend beneficially owned by a NonResident Holder that is a resident of the United States for purposes of the Canada-US Tax Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%.

Disposition of Consideration Shares

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Consideration Shares acquired pursuant to the Arrangement unless the Consideration Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-

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Resident Holder is not entitled to relief under an applicable income tax treaty or convention. Subject to the immediately following paragraph, provided that, at the time of disposition, the Consideration Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV), the considerations applicable to determining whether a Non-Resident Holder’s Consideration Shares constitute “taxable Canadian property” are similar to those discussed above with respect to a Non-Resident Holder’s Shares under the heading “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Exchange of Shares for Consideration Shares” .

Consideration Shares received by a Non-Resident Holder pursuant to the Arrangement in exchange for Shares that were, at the time of the exchange, “taxable Canadian property” of the Non-Resident Holder will be deemed to be “taxable Canadian property” of the Non-Resident Holder for a period of 60 months following the exchange, even if the Consideration Shares would not otherwise be “taxable Canadian property” to the Non-Resident Holder.

Non-Resident Holders whose Consideration Shares are or may be taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Non-Resident Dissenting Shareholders

A Non-Resident Holder who is a Dissenting Shareholder that properly exercises Dissent Rights in respect of its Shares will, pursuant to the Plan of Arrangement, be deemed to have transferred such Dissent Shares to Aeterna Zentaris and will be entitled to be paid the fair value of such Dissent Shares by Ceapro. Such a Dissenting Shareholder that is a Non-Resident Holder will be considered to have disposed of its Dissent Shares for proceeds of disposition equal to the amount received by it from Aeterna Zentaris (other than that portion that is in respect of interest, if any, awarded by the Court), and will realize a capital gain (or capital loss) to the extent that the proceeds of disposition of its Dissent Shares exceed (or are less than) the aggregate of the adjusted cost base to the Dissenting Shareholder of such Dissent Shares immediately before the disposition and any reasonable costs of disposition. Any such capital gain or capital loss will be subject to the same considerations and tax treatment as a capital gain or capital loss realized on the disposition of Shares pursuant to the Plan of Arrangement by a Non-Resident Holder who is not a Dissenting Shareholder, described above under the heading “ Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Exchange of Shares for Consideration Shares ”.

Interest, if any, awarded by the Court to a Non-Resident Holder who is a Dissenting Shareholder will not be subject to Canadian withholding tax.

Under the Plan of Arrangement, Non-Resident Holders who for any reason are not entitled to be paid the fair value of their Shares shall be treated as if they had participated in the Arrangement on the same basis as non-Dissenting Shareholders. The principal Canadian federal income tax considerations generally applicable to such Shareholders who are Non-Resident Holders in connection with the Arrangement will be the same as those described in connection with Non-Resident Holders who do not exercise Dissent Rights.

Non-Resident Holders should consult their own tax advisors for specific advice with respect to the tax consequences in their own particular circumstances of exercising their Dissent Rights.

See “ Dissent Rights ”.

Eligibility for Investment

Provided that at a particular time either (i) the Consideration Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX and the Nasdaq), or (ii) Aeterna Zentaris is a “public corporation” other than a “mortgage investment corporation” (each as defined in the Tax Act), the Consideration Shares will be a qualified investment under the Tax Act at such time for a trust governed by a “registered retirement savings plan”, a “registered retirement income fund”, a “registered disability savings plan”, a “registered education savings plan”, a “tax-free savings account”, a “first home savings account” (each, a “ Registered Plan ”) or a “deferred profit sharing plan” (each as defined in the Tax Act).

Notwithstanding that Consideration Shares may be qualified investments for a Registered Plan, a holder, annuitant or subscriber, as the case may be, of or under a Registered Plan (each, a “ Controller ”) will be subject to a penalty tax in

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respect of Consideration Shares held in such Registered Plan if such Consideration Shares are a “prohibited investment” for such Registered Plan for the purposes of the Tax Act. Consideration Shares will generally not be a “prohibited investment” for a Registered Plan unless the Controller of the Registered Plan does not deal at arm’s length with Aeterna Zentaris for purposes of the Tax Act or the Controller has a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in Aeterna Zentaris. In addition, Consideration Shares will not be a prohibited investment for a Registered Plan if such shares are “excluded property” (as defined in the Tax Act for purposes of the prohibited investment rules) for such Registered Plan. Holders are advised to consult their own tax advisors with respect to whether Consideration Shares are “prohibited investments” in their particular circumstances and the tax consequences of Consideration Shares being acquired or held by a Registered Plan or deferred profit sharing plan.

PRINCIPAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax considerations under the U.S. Tax Code generally applicable to certain U.S. Holders (as defined below) relating to the Arrangement and the ownership and disposition of the Consideration Shares by such U.S. Holders following the Arrangement. This discussion is based upon the provisions of the U.S. Tax Code, existing final, temporary and proposed U.S. Treasury Department regulations promulgated thereunder (the “ Treasury Regulations ”), the Canada-U.S. Tax Treaty, and current administrative rulings and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences to vary substantially from those described below. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift (or any other non-income), U.S. state or local, U.S. federal net investment income or non-U.S. tax consequences to U.S. Holders of the Arrangement or the ownership and disposition of Consideration Shares received pursuant to the Arrangement. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements.

No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences described herein. This discussion is not binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such a position would not be sustained by a court.

This discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Shares (or, after the Arrangement, Consideration Shares) and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder is made. This summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. This discussion applies only to U.S. Holders that own Shares and will own Consideration Shares as “capital assets” for U.S. federal income tax purposes (generally, property held for investment purposes), and does not discuss all of the U.S. federal income tax considerations that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law including, without limitation:

banks, trusts, mutual funds and other financial institutions;
regulated investment companies or real estate investment trusts;
traders in securities that elect to apply a mark-to-market method of accounting;
brokers, dealers or traders in securities, currencies or commodities;
tax-exempt organizations, tax-qualified retirement accounts, or pension funds;
insurance companies;
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dealers or brokers in securities or foreign currency;
individual retirement and other tax-deferred accounts;
U.S. Holders whose functional currency is not the U.S. dollar;
U.S. Holders subject to taxing jurisdictions other than, or in addition to, the U.S.;
U.S. Holders subject to special tax accounting rules, including with respect to any item of gross income with respect to Shares (or after the Arrangement, Consideration Shares) being taken into account in an applicable financial statement;
U.S. Holders subject to the alternative minimum tax;
U.S. Holders that own, directly, indirectly or constructively, five percent (5%) or more of the total voting power or total value of all of the outstanding stock of Ceapro or, after the Arrangement, Aeterna Zentaris;
U.S. Holders that hold their shares as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction;
U.S. Holders who hold their Shares other than as capital assets within the meaning of Section 1221 of the U.S. Tax Code;
partnerships or other pass-through entities (and partners or other owners thereof);
S corporations (and shareholders thereof);
U.S. Holders that hold their Shares (or after the Arrangement, Consideration Shares) in connection with a trade or business, permanent establishment, or fixed base outside the U.S.;
U.S. Holders that are expatriates or former long-term residents of the U.S.; and
U.S. Holders, such as U.S. Holders of Options, who received their shares through the exercise or cancellation of employee stock options or otherwise as compensation for services or through a tax-qualified retirement plan.

U.S. Holders that are subject to special provisions under the U.S. Tax Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the Arrangement and the ownership and disposition of the Consideration Shares by such U.S. Holders following the Arrangement.

For purposes of this discussion, a “ U.S. Holder ” means a beneficial owner of Shares at the time of the Arrangement and, to the extent applicable, Consideration Shares following the Arrangement, that is:

an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;
an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
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a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership or other “passthrough” entity for U.S. federal income tax purposes, holds Shares at the time of the Arrangement or, to the extent applicable, Consideration Shares following the Arrangement, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A Shareholder that is a partnership and a partner (or other owner) in such partnership is urged to consult its own tax advisors about the U.S. federal income tax consequences of the Arrangement.

This summary is for general information only and is not intended to constitute a complete description of all United States tax consequences relating to the Arrangement and holding and disposing of Consideration Shares received pursuant to the Arrangement. Shareholders are urged to consult their own tax advisors as to the U.S. federal income and other tax considerations relating to the Arrangement to them in light of their particular circumstances, as well as the effect of any state, local or non-U.S. tax laws.

U.S. Federal Income Tax Consequences of the Arrangement

Exchange of Shares for Consideration Shares in the Arrangement

The exchange of Shares for Consideration Shares pursuant to the Arrangement is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the U.S. Tax Code. Accordingly, subject to the discussion below regarding the application of the PFIC Rules (as defined below) to the Arrangement, provided the exchange of Shares for Consideration Shares qualifies as a reorganization under Section 368(a) of the U.S. Tax Code, a U.S. Holder of Shares will not recognize any gain or loss on the exchange of its Shares for Consideration Shares. The aggregate basis of the Consideration Shares received in the exchange will generally be the same as the aggregate basis of the Shares for which they are exchanged. The holding period of Consideration Shares received in the exchange will include the holding period of the Shares for which they are exchanged. If a U.S. Holder holds different blocks of Shares (generally as a result of having acquired different blocks of Shares at different times or at different costs), such U.S. Holder’s tax basis and holding period in its Consideration Shares may be determined with reference to each block of Shares for which they are exchanged.

No legal opinion from U.S. legal counsel or ruling from the IRS concerning the U.S. federal income tax consequences of the Arrangement has been obtained and none is expected to be requested. Thus, there can be no assurance that the IRS will not challenge the treatment of the Arrangement as a reorganization and that, if challenged, a U.S. court would not agree with the IRS. Therefore, if the exchange of Shares for Consideration Shares pursuant to the Arrangement does not qualify as a reorganization under Section 368(a) of the U.S. Tax Code, a U.S. Holder of Shares will recognize gain or loss on the exchange of its Shares for Consideration Shares equal to the difference between the fair market value of the Consideration Shares received and the adjusted basis in the Shares surrendered. For this purpose, U.S. Holders of Shares must calculate gain or loss separately for each identified block of Shares exchanged (that is, Shares acquired at the same cost in a single transaction). The basis of each of the Consideration Shares received in the exchange will equal its fair market value, and the holding period for the Consideration Shares will begin on the day after the exchange.

Gain on the disposition of stock in a corporation treated as a PFIC with respect to a U.S. Holder is subject to special adverse U.S. federal income tax rules, discussed more fully below under “ Passive Foreign Investment Company Considerations – Consequences of PFIC Status ”, unless such holder has timely made certain elections as described in more detail in “ Passive Foreign Investment Company Considerations – QEF Election and – Mark-to-Market Election ” below. A determination as to whether Ceapro was classified as a PFIC for the taxable year ended December 31, 2023 or will be classified as a PFIC for its current tax year cannot be made at this time. Subject to the PFIC Rules discussed below, any gain recognized in the exchange of Shares for Consideration Shares generally will be treated as capital gain and will be long-term capital gain if the U.S. Holder’s holding period for the Shares is more than one year at the time of such exchange. Long-term capital gains of non-corporate U.S. Holders are eligible for reduced rates of taxation. Any capital gain will generally be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Deductions for capital losses are subject to significant limitations under the U.S. Tax Code.

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Application of the PFIC Rules to the Arrangement

A U.S. Holder of Shares may be subject to certain adverse U.S. federal income tax rules in respect of an exchange of their Shares for the Consideration Shares if Ceapro were classified as a PFIC for any taxable year during which such U.S. Holder has held Shares and did not have certain elections in effect. The rules governing the determination of whether a non-U.S. corporation is treated as a PFIC with respect to a U.S. Holder, and the consequences to a U.S. Holder of owning and disposing of shares of a PFIC, are described more fully below under “ Passive Foreign Investment Company Considerations – Consequences of PFIC Status ”.

Section 1291(f) of the U.S. Tax Code provides that, to the extent provided in Treasury Regulations, any gain on the transfer of stock in a PFIC shall be recognized notwithstanding any other provision of Law. Pursuant to the proposed Treasury Regulations under section 1291(f) of the U.S. Tax Code (the “ Proposed PFIC Regulations ”), U.S. Holders would not recognize gain (beyond gain that would otherwise be recognized under the applicable non-recognition rules) on the disposition of stock in a PFIC if the disposition results from a non-recognition transfer in which the stock of the PFIC is exchanged solely for stock of another corporation that qualifies as a PFIC for its taxable year that includes the day after the non-recognition transfer. If finalized in their current form, the Proposed PFIC Regulations would be effective for transactions occurring on or after April 11, 1992, including the exchange of Shares for Consideration Shares pursuant to the Arrangement.

As previously mentioned, a determination as to whether Ceapro was classified as a PFIC for the taxable year ended December 31, 2023 or will be classified as a PFIC for its current tax year cannot be made at this time. A determination as to whether Aeterna Zentaris is classified as a PFIC for its current tax year (including the day following the close of the Arrangement) has not been made at this time. No opinion of legal counsel or ruling from the IRS concerning the status of Ceapro or Aeterna Zentaris as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, is or will be, a PFIC for a tax year, which must be made annually after the close of each taxable year, depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. If the Proposed PFIC Regulations were finalized and made applicable to the exchange of Shares for Consideration Shares (or if Section 1291(f) of the U.S. Tax Code were to be treated as selfexecuting), if Ceapro were classified as a PFIC for any taxable year during which a U.S. Holder has held Shares and such U.S. Holder did not have certain elections in effect, then such U.S. Holder will recognize gain on such exchange if Aeterna Zentaris is not classified as a PFIC for the taxable year which includes the day following the close of the Arrangement even if the exchange of Shares for Consideration Shares pursuant to the Arrangement were to otherwise qualify as a reorganization under Section 368(a) of the U.S. Tax Code. Any gain realized with respect to the Shares would be subject to the rules described below under “ Passive Foreign Investment Company Considerations – Consequences of PFIC Status ” applicable to U.S. Holders who dispose of stock of a PFIC. No assurance can be given as to when or whether the Proposed PFIC Regulations will be adopted in final form or the effective date of any such finalized regulations. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the U.S. Tax Code provisions applicable to PFICs and that it considers the rules set forth in the Proposed PFIC Regulations to be reasonable interpretations of those U.S. Tax Code provisions. U.S. Holders should consult their own tax advisors about the potential applicability of the Proposed PFIC Regulations.

The PFIC Rules are complex, and the implementation of certain aspects of the PFIC Rules requires the issuance of U.S. Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the PFIC Rules to the Arrangement, including the application of any information reporting requirements related to the ownership and disposition of shares of a PFIC.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Consideration Shares

The following discussion is subject in its entirety to the rules described below under the heading “Passive Foreign Investment Company Considerations”.

Distributions with Respect to Consideration Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Consideration Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any

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foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of Aeterna Zentaris, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Aeterna Zentaris, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Consideration Shares and thereafter as gain from the sale or exchange of such Consideration Shares (see “ Sale or Other Taxable Disposition of Consideration Shares ” below). However, Aeterna Zentaris may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution by Aeterna Zentaris with respect to the Consideration Shares will constitute dividend income. Dividends received on Consideration Shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided Aeterna Zentaris is eligible for the benefits of the Canada-U.S. Tax Treaty or the Consideration Shares are readily tradable on a U.S. securities market, dividends paid by Aeterna Zentaris to noncorporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that Aeterna Zentaris not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Consideration Shares

A U.S. Holder will generally recognize gain or loss on the sale or other taxable disposition of Consideration Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such Consideration Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such Consideration Shares are held for more than one year. Preferential tax rates apply to longterm capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the U.S. Tax Code. Any gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss for foreign tax credit limitation purposes.

Passive Foreign Investment Company Considerations

In General

A foreign corporation is a PFIC for U.S. federal income tax purposes if either (A) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (B) at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of or produce passive income. Passive income generally includes dividends, interest, rents and royalties, and gains from the disposition of assets which give rise to passive income.

A determination as to whether Aeterna Zentaris will be classified as a PFIC for its current tax year (including after taking into account the assets and income of Ceapro following the closing of the Arrangement) has not been made at this time. No opinion of legal counsel or ruling from the IRS concerning the status of Aeterna Zentaris as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, is or will be, a PFIC for a tax year, which must be made annually after the close of each taxable year, depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the entire course of each such tax year and, as a result, cannot be predicted with certainty for the current tax year or for any future tax year as of the date of this Circular. Accordingly, there can be no assurance that Aeterna Zentaris is not, has not been or will not become, a PFIC. Nor can there be any assurance that the IRS will not challenge any determination Aeterna Zentaris might make concerning its PFIC status. If any corporation is a PFIC for any year during which a U.S. Holder holds its shares, such holder will be subject to the rules described below under “ Consequences of PFIC Status .”

Each U.S. Holder should consult its own tax advisors regarding PFIC status.

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Consequences of PFIC Status

If either Ceapro or Aeterna Zentaris is classified as a PFIC for any taxable year or portion of a taxable year that is included in a U.S. Holder’s holding period, and the U.S. Holder does not timely make either a QEF election or does not or is not eligible to make a mark-to-market election (each as defined below), the U.S. Holder generally will be subject to the following rules (the “ PFIC Rules ”) with respect to the applicable corporation’s shares:

each distribution to the U.S. Holder will be deemed to be an “excess distribution” to the extent of its pro rata share of any excess of the aggregate of all distributions made to the U.S. Holder in the U.S. Holder’s current taxable year over 125% of the three-year moving average of such aggregates;
gain recognized by a U.S. Holder on a sale or other disposition of shares, including the disposition of the Shares pursuant to the Arrangement, will also be deemed to be an excess distribution;
each excess distribution will be allocated pro rata to each day in the U.S. Holder’s holding period, up to the date of the distribution;
the amounts allocated to the U.S. Holder’s current taxable year, and the amounts allocated to the period in the U.S. Holder’s holding period which pre-dates such corporation’s status as a PFIC, if there is such a period, will be taxed as ordinary income (not long-term capital gain);
the amounts allocated to any other taxable year or part of a year will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
the tax liabilities that arise from the amounts allocated to each such other taxable year will accrue retroactive interest as unpaid taxes. U.S. Holders that are not corporations must treat any such interest paid as “personal interest,” which is not deductible.

A U.S. Holder that holds shares in a year in which the relevant corporation is a PFIC will continue to be treated as owning shares of a PFIC in later years even if such corporation is no longer a PFIC in those later years.

QEF Election

If a corporation is a PFIC, a U.S. Holder may avoid the PFIC Rules with respect to such corporation’s shares by making a timely Qualified Electing Fund (“ QEF ”) election during the first taxable year in which such corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold such shares. If a U.S. Holder makes a QEF election, it will become subject to the following rules (the “ QEF Allocation Rules ”):

The U.S. Holder will include in its income in each of its taxable years in which or with which a taxable year of the corporation ends, its pro rata share of such corporation’s net capital gain (as long-term capital gain) and any other earnings and profits (as ordinary income), regardless of whether such corporation distributes such gain or earnings and profits to the U.S. Holder;
The U.S. Holder’s tax basis in its shares will be increased by the amount of such income inclusions;
Distributions of previously included earnings and profits will not be taxable in the U.S. to the U.S. Holder;
The U.S. Holder’s tax basis in its shares will be decreased by the amount of such distributions; and
Any gain recognized by the U.S. Holder on a sale, redemption or other taxable disposition of its shares will be taxable as capital gain and no interest charge will be imposed.

A QEF election is made on a shareholder-by-shareholder basis and may be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year of the U.S. Holder to

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which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

To comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from the corporation. No assurance can be given as to whether Ceapro or Aeterna Zentaris will make available to U.S. Holders the information that such U.S. Holder requires to make or maintain a QEF election with respect to Ceapro or Aeterna Zentaris. Accordingly, a U.S. Holder may not be able to make a QEF election with respect to Ceapro or Aeterna Zentaris in the event that Ceapro or Aeterna Zentaris determined it constituted a PFIC.

A U.S. Holder that makes a timely and effective QEF election in the first taxable year in which the corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold its shares will avoid the PFIC Rules and will not be subject to the QEF Allocation Rules in any taxable year of the corporation that ends within or with a taxable year of the U.S. Holder and in which such corporation is not a PFIC. However, if the U.S. Holder’s QEF election is not effective for each of the corporation’s taxable years in which it is a PFIC and in which the U.S. Holder holds or is deemed to hold such corporation’s shares, the PFIC Rules will apply to the U.S. Holder until the U.S. Holder makes a purging election. If a U.S. Holder makes a purging election the following occurs: (1) the U.S. Holder is deemed to sell its shares at their fair market value; (2) the gain recognized by the U.S. Holder in the deemed sale is taxed under the PFIC Rules; (3) the U.S. Holder obtains a new basis and holding period in its shares for PFIC purposes; and (4) the U.S. Holder becomes eligible to make a QEF election.

Mark-to-Market Election

If a PFIC’s shares are regularly traded on a registered national securities exchange or certain other exchanges or markets, they may constitute “marketable stock” for purposes of the PFIC Rules. In such case, a U.S. Holder would not be subject to the foregoing PFIC Rules if such U.S. Holder made an election (a “ mark-to-market election ”) with respect to such PFIC’s shares. Rather, a U.S. Holder that makes a mark-to-market election with respect to shares in a PFIC will include in ordinary income, for each tax year in which the corporation is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of such shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such shares. A U.S. Holder that makes a mark-to-market election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the shares, over (b) the fair market value of such shares (but only to the extent of the net amount of previously included income as a result of the mark-to-market election for prior tax years).

A U.S. Holder that makes a mark-to-market election with respect to shares of a PFIC generally also will adjust such U.S. Holder’s tax basis in such shares to reflect the amount included in gross income or allowed as a deduction because of such mark-to-market election. In addition, upon a sale or other taxable disposition of such shares, a U.S. Holder that makes a mark-to-market election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such mark-to-market election for prior tax years over (b) the amount allowed as a deduction because of such mark-to-market election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the U.S. Tax Code and Treasury Regulations.

A mark-to-market election applies to the tax year in which such mark-to-market election is made and to each subsequent tax year, unless the applicable shares cease to be “marketable stock” or the IRS consents to revocation of such election. U.S. Holders should consult their own tax advisors regarding the rules for making a mark-to-market election.

Subsidiary PFICs

A PFIC may own interests in other entities that are classified as PFICs. In such event, a U.S. Holder will be deemed to own a portion of the parent corporation’s shares in such subsidiary PFIC and could incur liability under the PFIC Rules if the parent corporation receives a distribution from (including a sale of its shares in) a subsidiary PFIC, or if the U.S. Holder is otherwise deemed to have disposed of an interest in a subsidiary PFIC. If a U.S. Holder makes a QEF election with respect to a subsidiary PFIC, tracking the tax bases of the U.S. Holder’s interests in the tiered PFIC structure will become extremely complicated. There is no assurance that Aeterna Zentaris will have timely knowledge

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of the PFIC status of any subsidiary. In addition, Aeterna Zentaris may not hold a controlling interest in any such subsidiary PFIC and thus there can be no assurance it will be able to cause the subsidiary PFIC to provide the required information. Further, no mark-to-market election may be made with respect to the stock of any subsidiary PFIC that a U.S. Holder is treated as owning. U.S. Holders are urged to consult their own tax advisors regarding the tax issues surrounding subsidiary PFICs.

PFIC Reporting Requirements

A U.S. Holder that owns or is deemed to own PFIC shares in any taxable year of the U.S. Holder may have to file an IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund, (whether or not a QEF or mark-to-market election is made) and provide such other information as may be required by the U.S. Treasury Department. Failure to file a required form or provide required information will extend the statute of limitations on assessment of a deficiency until the required form or information is furnished to the IRS.

The rules for PFICs, QEF elections, mark-to-market elections and other elections are complex and affected by various factors in addition to those described above. U.S. Holders are urged to consult their own tax advisors regarding the application of such rules to their particular circumstances .

Foreign Tax Credits and Limitations

Dividends paid on the Consideration Shares will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. The U.S. Tax Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to taxes paid or accrued (the “ Foreign Tax Credit Regulations ”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied.

Subject to the PFIC Rules and Foreign Tax Credit Regulations discussed above, a U.S. Holder that pays, through withholding, Canadian tax, with respect to any dividends or in connection with a sale, redemption or other taxable disposition of Consideration Shares may generally elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by such holder during the year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Each U.S. Holder should consult its own tax advisor regarding applicable foreign tax credit rules.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of Consideration Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own tax advisors concerning issues related to foreign currency.

Payments Related to Dissent Rights

For U.S. federal income tax purposes, a U.S. Holder that receives a payment for its Shares pursuant to the exercise of Dissent Rights will generally recognize gain or loss equal to the difference, if any, between (i) the sum of the U.S. dollar value of the cash received and (ii) such U.S. Holder’s adjusted tax basis in the Shares surrendered in exchange therefor. Subject to the PFIC Rules discussed above, such recognized gain or loss would generally constitute capital gain or loss and would constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Dissent Shares exchanged is greater than one year as of the date of the exchange. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. Any capital gain will generally be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations under the U.S. Tax Code.

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Backup Withholding and Information Reporting

The proceeds of a sale or deemed sale by a U.S. Holder of Shares or Consideration Shares, or distributions thereon, may be subject to information reporting to the IRS and to U.S. backup withholding, currently at a rate of 24%. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or that is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

Specified Foreign Financial Assets Reporting

Certain U.S. Holders that hold “specified foreign financial assets” are generally required to attach to their annual returns a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets (and can be subject to substantial penalties for failure to file). The definition of specified foreign financial asset includes not only financial accounts maintained in foreign financial institutions, but also, if held for investment and not held in an account maintained by a financial institution, securities of non-U.S. issuers (subject to certain exceptions, including an exception for securities of non-U.S. issuers held in accounts maintained by domestic financial institutions). U.S. Holders are urged to consult their own tax advisors regarding the possible reporting requirements with respect to their investments in Consideration Shares and the penalties for non-compliance.

This discussion is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular Shareholder in light of the Shareholder’s particular circumstances, or to certain types of Shareholders subject to special treatment under U.S. federal income tax laws. You are urged to consult with your own tax advisor to determine the particular tax consequences to you of the Arrangement and the holding and disposing of Consideration Shares received pursuant to the Arrangement, including the applicability and effect of state, local and foreign tax laws.

DISSENT RIGHTS

The following is a summary of the provisions of the CBCA relating to a Shareholder’s dissent rights in respect of the Arrangement. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Dissent Shares and is qualified in its entirety by reference to the full text of Section 190 of the CBCA, which is attached to this Circular as Appendix E, as modified by the Plan of Arrangement and the Interim Order.

The statutory provisions dealing with Dissent Rights are technical and complex. Any Dissenting Shareholders should seek independent legal advice, as failure to strictly comply with the provisions of Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of all Dissent Rights.

Dissenting Shareholders

The Interim Order expressly provides Registered Shareholders, as at the close of business on the Record Date, with Dissent Rights. Each Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution is adopted) of all, but not less than all, of such holder’s Shares, provided that such holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective. There can be no assurance that the amount Dissenting Shareholders receive as fair value for their Dissent Shares will be more than or equal to the consideration under the Arrangement.

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Non-Registered Shareholders who beneficially own, control and direct Shares who wish to exercise Dissent Rights should be aware that only the Registered Shareholders of such Shares are entitled to dissent. Accordingly, with respect to Shares beneficially owned by a Non-Registered Shareholder registered (a) in the name of an Intermediary, or (b) in the name of a depository or clearing agency of which the Intermediary is a participant, the Non-Registered Shareholder desiring to exercise Dissent Rights must make arrangements for the Shares beneficially owned by that holder to be registered in the name of the Shareholder prior to the time the Dissent Notice is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise Dissent Rights on behalf of the holder.

Dissent Notice

To exercise Dissent Rights, a Dissenting Shareholder must dissent with respect to all Shares of which it is the registered and beneficial owner. A Dissenting Shareholder must deliver a written Dissent Notice to the Company as set forth below and such Dissent Notice must strictly comply with the requirements of Section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement; provided that, notwithstanding Section 190(5) of the CBCA, a Dissenting Shareholder must ensure that such Dissent Notice is received by the Company at the Company’s head office, 7824 51 Av. NW, Edmonton, Alberta T6E 6W2, Attention: Stacy Prefontaine, CFO, not later than 9:00 a.m. (MST) on March 8, 2024 or, if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturday, Sundays and statutory holidays in Edmonton, Alberta) prior to the time set for the adjourned or postponed Meeting. Non-Registered Shareholders who wish to exercise Dissent Rights must cause the Registered Shareholders of such Shares to deliver the Dissent Notice.

To exercise Dissent Rights, a Registered Shareholder must prepare a separate Dissent Notice for itself, if dissenting on its own behalf, and for each other holder of Shares who beneficially owns, controls or directs Shares registered in the Shareholder’s name and on whose behalf the Registered Shareholder is dissenting. Further, such Registered Shareholder must dissent with respect to all of the Shares registered in its name or, if dissenting on behalf of a NonRegistered Shareholder, with respect to all of the Shares registered in its name and beneficially owned by the NonRegistered Shareholder. The Dissent Notice must set out the number of Dissent Shares and: (a) if such Shares constitute all of the Shares of which the Shareholder is the registered and beneficial owner and such Shareholder owns no other Shares beneficially, a statement to that effect; (b) if such Shares constitute all of the Shares of which the Shareholder is both the registered and beneficial owner, but such Shareholder owns additional Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of Shares held by each such Registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other Shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such Shares, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the Registered Shareholder is dissenting with respect to all Shares of the Non-Registered Shareholder registered in such registered holder’s name.

If the Arrangement Resolution is approved by the Securityholders and the Company notifies a Registered Shareholder of Dissent Shares of its intention to act upon the Arrangement Resolution pursuant to section 190(6) of the CBCA, in order to exercise Dissent Rights, such Shareholder must, within 20 days after the Company gives such notice, provide the Company with a written notice that such Shareholder requires the purchase of all of the Dissent Shares in respect of which such holder has given Dissent Notice, whereupon, subject to the provisions of the CBCA relating to the termination of Dissent Rights, such Shareholder becomes a Dissenting Shareholder, is entitled to be paid the fair value of its Dissent Shares and ceases to have any rights as a Shareholder other than the right to be paid the fair value of its Dissent Shares as determined under section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order. Such Dissenting Shareholder shall, within 30 days after sending such written notice, send the certificates or DRS Advice(s) representing such Dissent Shares to the Company or the Depository.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, no Registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to its Shares. A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice, but a Registered Shareholder need not vote its Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote FOR the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in

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order to prevent the proxyholder from voting such Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit its Dissent Rights.

Dissent Rights and Consideration for Dissent Shares

Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with Section 3.01 [Dissent Rights] of the Plan of Arrangement shall be deemed to have transferred all Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company free and clear of all Liens, as provided in Section 2.03(c) [Ceapro Shares held by Dissenting Shareholders] of the Plan of Arrangement, and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for its Dissent Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions set forth in Section 2.03 [Arrangement] of the Plan of Arrangement (other than Section 2.03(c) [Ceapro Shares held by Dissenting Shareholders] thereof); (ii) will be entitled to be paid the fair value of such Shares by the Company, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of the Dissent Shares; or
(b) is ultimately not entitled, for any reason, to be paid fair value for its Dissent Shares, such Dissenting ‐
Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non Dissenting Shareholder and shall be entitled to receive only the Consideration contemplated by Section 2.03(d) [Ceapro Shares] of the Plan of Arrangement that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights, but in no case shall Aeterna Zentaris, the Company or any other Person be required to recognize Dissenting Shareholders as holders of Shares after the time that is immediately prior to the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the securities register as Shareholders at the Effective Time and Aeterna Zentaris shall be recorded as the registered holder of the Dissent Shares so transferred and such Shares will be cancelled.

If the Arrangement is approved, the Company (or Aeterna Zentaris in lieu of the Company) (the “ Payor ”) shall, not later than seven days after the later of the Effective Date or the day the Company received the written notice that such Shareholder requires the purchase of all of the Dissent Shares in respect of which such holder has given Dissent Notice, send to each Dissenting Shareholder a written offer (the “ Offer to Purchase ”) to pay the Dissenting Shareholder an amount considered by the board of directors of the Payor to be the fair value of the subject Shares, together with a statement showing how the fair value of such Shares was determined. Every Offer to Purchase shall be on the same terms.

A Dissenting Shareholder or the Company may apply to the Court to fix the fair value of the Dissenting Shareholders’ Shares, and the Court may determine the payout value of the Shares, giving judgment in that amount against the Company in favour of the Dissenting Shareholder and fixing the time by which Ceapro must pay that amount to the Dissenting Shareholder. At any time before the Court pronounces an order fixing the fair value of a Dissenting Shareholder’s Shares, such Dissenting Shareholder may enter an agreement with the Payor for the purchase of such Shares in the amount of the Offer to Purchase or otherwise. Any order of the Court may also contain direction in relation to the payment to the Dissenting Shareholder of all or part of the sum offered by the Payor for such Shares, the deposit of the certificate(s) or DRS Advice(s) representing such Shares and other matters.

If a Dissenting Shareholder strictly complied with the foregoing Dissent Rights requirements, but the Arrangement is not completed, the Payor will return to the Dissenting Shareholder the certificate(s) or DRS Advice(s) delivered to the Payor by the Dissenting Shareholder, if any.

On (a) the Effective Time, (b) the making of an agreement between the Payor and the Dissenting Shareholder as to the payment to be made for the Dissenting Shareholder’s Shares, or (c) the pronouncement of an order by the Court, whichever occurs first, the Dissenting Shareholder ceases to have any rights as a Shareholder other than the right to

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be paid the fair value of its Shares in an amount agreed to by the Payor and such Dissenting Shareholder or in the amount set forth in an order of the Court, as the case may be, which fair value shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution was approved. Until any one of such events occurs, the Dissenting Shareholder may withdraw its dissent or the Company may rescind the Arrangement Resolution and, in either event, the dissent proceedings shall be discontinued. If a Dissenting Shareholder fails to strictly comply with the Dissent Right requirements, it will lose the Dissent Rights, the Payor will return to the Dissenting Shareholder the certificates or DRS Advice(s) representing the Shares that were delivered to the Payor, if any, and if the Arrangement is completed, such Dissenting Shareholder will be deemed to have participated in the Arrangement on the same terms as any other Shareholder.

If the Payor is not permitted to make a payment to a Dissenting Shareholder due to there being reasonable grounds for believing the Payor would, after the payment, be unable to pay its liabilities as they become due, or the realizable value of the Payor’s assets would thereby be less than the aggregate of its liabilities, then the Payor shall, within 10 days of after the pronouncement of an order of the Court or the making of an agreement between the Payor and the Dissenting Shareholder as to the payment to be made for its Shares, notify each Dissenting Shareholder that it is unable to lawfully pay Dissenting Shareholders for their Shares.

Notwithstanding that a judgement has been given in favour of a Dissenting Shareholder by the Court, if the Payor is not permitted to make a payment to a Dissenting Shareholder for the reasons set forth above, the Dissenting Shareholder, by written notice delivered to the Payor within 30 days after receiving the notice set forth in the preceding paragraph, may withdraw its Dissent Notice, in which case the Payor is deemed to consent to the withdrawal and the Dissenting Shareholder is reinstated to its full rights as a Shareholder, failing which it retains its status as a claimant against the Payor to be paid as soon as it is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Payor, but in priority to shareholders.

There is no obligation on the Company to make an application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the Shares had immediately before the close of business on the day before the approval of the Arrangement Resolution, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable).

Consequences of Exercising Dissent Rights

After a determination of the fair value of the Shares in respect of which a Dissenting Shareholder is dissenting, the Payor must then promptly pay that amount to such Dissenting Shareholder. In no case will Aeterna Zentaris, the Depositary or any other Person be required to recognize Dissenting Shareholders as shareholders of the Resulting Issuer after the Effective Time, and the names of such Dissenting Shareholders will be deleted from the central securities register as Shareholders at the Effective Time.

In no circumstances will Aeterna Zentaris, the Company or any other Person be required to recognize a Person as a Dissenting Shareholder: (a) unless such Person is the holder of the Dissent Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time; (b) if such Person has voted or instructed a proxy holder to vote such Dissent Shares in favour of the Arrangement Resolution; or (c) unless such Person has strictly complied with the procedures for exercising Dissent Rights set out in Section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, and does not withdraw such Dissent Notice prior to the Effective Time.

In no circumstances will Aeterna Zentaris, the Company or any other Person be required to recognize a Dissenting Shareholder as the holder of any Consideration Share in respect of which Dissent Rights have been validly exercised at and after the completion of the steps contemplated in the Plan of Arrangement. Dissent Rights with respect to Dissent Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for such Dissent Shares, the Arrangement in respect of which the Dissent Notice was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Shareholder withdraws the Dissent Notice. If any of these events occur, the Company must return the Share certificates or DRS Advice(s) representing the Dissent Shares to the Dissenting Shareholder and the Dissenting Shareholder shall regain the ability to vote and exercise its rights as a Shareholder.

Optionholders are not entitled to Dissent Rights.

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RISK FACTORS RELATING TO THE ARRANGEMENT

Securityholders should carefully consider the following risk factors relating to the Arrangement and the Resulting Issuer before deciding to vote or instruct their vote to be cast to approve the Arrangement Resolution. In addition to the risk factors relating to the Arrangement set out below, Securityholders should also carefully consider the risk factors applicable to the Company set forth in Appendix F and in the Annual MD&A under the heading “ Risks and Uncertainties ”, which are incorporated by reference into this Circular, as well as the risk factors applicable to Aeterna Zentaris set forth in Appendix G to the Circular and in the Aeterna Zentaris Annual Report under the heading “ Risk Factors ”, which are incorporated by reference in this Circular. The Company’s Annual MD&A has been filed under the Company’s profile on SEDAR+ at www.sedarplus.ca and the Aeterna Zentaris Annual Report has been filed under Aeterna Zentaris’ profiles on SEDAR+ at www.sedarplus.ca and EDGAR at https://www.sec.gov/edgar. Securityholders should also carefully consider the risk factors applicable to the Resulting Issuer set forth in Appendix H. Additional risks and uncertainties, including those currently unknown or considered immaterial by the Company or Aeterna Zentaris, may also adversely affect the business of the Resulting Issuer following completion of the Arrangement. All of such risk factors should be considered by Securityholders in conjunction with the other information included in this Circular, including the appendices.

Failure to Realize the Anticipated Benefits of the Arrangement

The Arrangement has been agreed to with the expectation that its completion will result in an increase in sustained profitability, cost savings and enhanced growth opportunities for the Resulting Issuer. These anticipated benefits will depend in part on whether Aeterna Zentaris’ and Ceapro’s operations can be integrated in an efficient and effective manner. The extent to which synergies are realized and the timing of such cannot be assured.

Satisfaction of Conditions Precedent

The Arrangement is subject to certain conditions that may be outside the control of the Parties, including, without limitation, the receipt of the Final Order and the approval of the Arrangement Resolution. There can be no certainty, nor can either Party provide any assurance, that these conditions will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. The requirement to take certain actions or agree to certain conditions to satisfy such requirements or obtain any such approval may have a materially adverse effect on the business and affairs of each of the Parties. If the Arrangement is not completed, the market price of the Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that the Company will be able to find a party willing to pay an equivalent or more attractive price than the Consideration payable pursuant to the Arrangement.

Termination of Arrangement Agreement and Termination Fees

Each of the Parties has the right to terminate the Arrangement Agreement in certain circumstances, including when conditions to the obligations of the Parties have neither been completed nor waived in accordance with the terms and conditions of the Arrangement Agreement. Accordingly, there is no certainty, nor can the Parties provide any assurances, that the Arrangement Agreement will not be terminated before the completion of the Arrangement.

Under the Arrangement Agreement, the Company would be required to pay a Ceapro Termination Fee of $500,000 to Aeterna Zentaris in the event that the Arrangement Agreement is terminated in certain circumstances. The Ceapro Termination Fee may discourage other parties from attempting to propose a significant business transaction to the Company even if a different transaction could provide better value than the Arrangement to the Securityholders.

See “ The Arrangement Agreement – Termination of the Arrangement Agreement ”.

Possible Liabilities Associated with Arrangement

Although due diligence has been conducted with respect to Aeterna Zentaris, there is no certainty that the due diligence procedures have revealed all of the risks and liabilities associated with the Arrangement. Aeterna Zentaris has provided certain representations in the Arrangement Agreement but those representations may be limited by the knowledge of

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the Persons giving such representations. Risks and liabilities associated with the Arrangement may be unknown and accordingly the potential monetary cost of any such liability is also unknown.

Adverse Effect on Operations

The pending Arrangement could cause the attention of the Company’s management to be diverted from the day-today operations. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Company regardless of whether the Arrangement is ultimately completed.

Costs of the Arrangement

Ceapro has incurred and will continue to incur significant direct transaction costs in connection with the Arrangement. While such costs were anticipated, actual direct transaction costs incurred in connection with the Arrangement may be higher than expected. Moreover, certain of Ceapro’s costs related to the Arrangement, including legal, financial advisory services, accounting, printing and mailing costs, must be paid even if the Arrangement is not completed.

Accurateness of Fairness Opinion

The Company has obtained the Fairness Opinion from its independent third-party Financial Advisor with expertise in conducting such assessments in the biopharmaceutical industry. The Fairness Opinion is, of necessity, based on many factors, including an analysis of past results and certain assumptions governing future results. There can be no assurance that the Fairness Opinion will prove, in retrospect, to have been accurate.

Exchange Ratio

Shareholders will receive a fixed number of Consideration Shares under the Arrangement, rather than Aeterna Zentaris Shares with a fixed market value. Because the number of Consideration Shares to be received in respect of each Share under the Arrangement will not be adjusted to reflect any change in the market value of the Aeterna Zentaris Shares, the market value of Consideration Shares received under the Arrangement may vary significantly from the market value at the date of announcement that the Arrangement Agreement was executed. If the market price of the Aeterna Zentaris Shares increases or decreases, the value of the Consideration that Shareholders receive pursuant to the Arrangement will correspondingly increase or decrease. There can be no assurance that the market price of the Aeterna Zentaris Shares upon the completion of the Arrangement will not be lower than the market price of such shares on the date of announcement of the Arrangement Agreement. Many of the factors that affect the market price of the Shares and the Aeterna Zentaris Shares are beyond the control of the Company and Aeterna Zentaris, respectively. These factors include changes in equity market prices, changes in the regulatory environment, adverse political developments and prevailing conditions in the capital markets.

Dissent Rights

Shareholders have the right to exercise Dissent Rights and demand payment equal to the fair value of their Shares. If Dissent Rights are exercised in respect of a significant number of Shares, a substantial payment may be required to be made to such Shareholders, which could have an adverse effect on the Resulting Issuer’s financial condition and cash resources. Further, Aeterna Zentaris’ obligation to complete the Arrangement is conditional upon Shareholders holding no more than 10% of the outstanding Shares having exercised Dissent Rights. Accordingly, the Arrangement may not be completed if Shareholders exercise Dissent Rights in respect of more than 10% of the outstanding Shares and Aeterna Zentaris does not waive this condition.

Potential Future Value

As the Company will no longer exist as an independent public company following the completion of the Arrangement, Securityholders will forego any potential future increase in the Company’s value as an independent public company that might result from its future growth (other than through any increase in value of Aeterna Zentaris Shares).

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Non-Solicitation

While the terms of the Arrangement Agreement permit the Company to consider unsolicited Acquisition Proposals, the Arrangement Agreement contains limitations on the Company’s ability to solicit alternative transactions from third parties.

See “ Arrangement Agreement – Covenants – Non-Solicitation ”.

Restriction on the Company’s Business

The Arrangement Agreement imposes certain restrictions on the conduct of the Company’s business during the Interim Period, which may have a negative impact on its performance. As the Arrangement is dependent upon the satisfaction of certain conditions, its completion is subject to uncertainty, and the Company’s customers and suppliers may delay or defer decisions concerning the Company which could have a negative impact on the Company’s business and operations, regardless of whether the Arrangement is ultimately completed.

See “The Arrangement Agreement – Covenants – Covenants Regarding the Conduct of Business” .

Aeterna Zentaris Information

Other than publicly-available information, all historical information relating to Aeterna Zentaris presented in this Circular has been provided in exclusive reliance on the information made available by Aeterna Zentaris and its representatives. Although the Company has no reason to doubt the accuracy or completeness of the information provided herein by Aeterna Zentaris, any inaccuracy or omission in such information contained in this Circular could result in unanticipated liabilities or expenses, increase the cost of integrating the Company’s business into Aeterna Zentaris’ operations or adversely affect the operational plans of the Resulting Issuer and its result of operations and financial condition and may negatively affect the price of Aeterna Zentaris Shares.

Market Overhang

On completion of the Arrangement, a significant number of additional Aeterna Zentaris Shares will be issued and available for trading in the public market. The increase in the number of Aeterna Zentaris Shares may lead to sales of such shares or the perception that such sales may occur (commonly referred to as “market overhang”), either of which may adversely affect the market for, and the market price of, the Aeterna Zentaris Shares.

Dilution

The Resulting Issuer may, in its sole discretion in accordance with its constating documents and subject to applicable laws, including the policies of the TSX and the Nasdaq, issue additional Aeterna Zentaris Shares or other securities (equity, debt or otherwise) from time to time, and the interests of the holders of Aeterna Zentaris Shares may be diluted thereby. The Resulting Issuer’s constating documents permit the issuance of an unlimited number of Aeterna Zentaris Shares, and shareholders will have no pre-emptive rights in connection with such further issuances. In addition, when outstanding options are exercised or when Aeterna Zentaris Shares are issued on the vesting or settlement of outstanding share units, an investor will incur additional dilution. Accordingly, holders of Aeterna Zentaris Shares may suffer dilution.

Lawsuits

Ceapro and Aeterna Zentaris may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Ceapro and Aeterna Zentaris seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

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In addition, political and public attitudes towards the Arrangement could result in negative press coverage and other adverse public statements affecting Ceapro and Aeterna Zentaris. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or result in legal claims or otherwise negatively impact the ability of the Resulting Issuer to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the Resulting Issuer’s business, financial condition and results of operations.

Financial Projections

The Board considered, among other things, certain projections, prepared by Ceapro management, with respect to each of Ceapro and Aeterna Zentaris (the “ Projections ”). All such projections are based on assumptions and information available at the time the Projections were prepared. Ceapro does not know whether the assumptions made will be realized. Such information can be adversely affected by known or unknown risks and uncertainties, many of which are beyond Ceapro’s and Aeterna Zentaris’ control. Further, financial forecasts of this type are based on estimates and assumptions that are inherently subject to risks and other factors such as counterparty performance, technical estimates, industry performance, legal and regulatory developments, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Ceapro and Aeterna Zentaris, including the factors described in this “ Risk Factors Relating to the Arrangement ” section, which factors and changes may impact such forecasts or the underlying assumptions. As a result of these contingencies, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the references to the Projections in this Circular should not be regarded as an indication that Ceapro, the Board, or any of its advisors or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

The Projections were prepared by Ceapro management for internal use and to, among other things, assist Ceapro in evaluating the Arrangement. The Projections were not prepared with a view toward public disclosure or toward compliance with IFRS, published guidelines of applicable securities regulatory authorities or the guidelines established by the Chartered Professional Accountants for preparation and presentation of prospective financial information. Neither Ceapro’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Projections.

Listing Requirements

The Aeterna Zentaris Shares are currently listed on both the Nasdaq and the TSX under the symbol “AEZS”. In connection with the consummation of the Arrangement, in order for the Resulting Issuer to remain listed on the Nasdaq and the TSX, it must meet the listing requirements of each of these exchanges. However, there can be no guarantee that the Resulting Issuer will be able to meet either or both of those listing requirements, in which case either of the Parties may choose to terminate the Arrangement Agreement and not proceed with the Arrangement.

In particular, under the rules and regulations of the Nasdaq, the Arrangement is considered to be a business combination resulting in a change of control and, therefore, Aeterna Zentaris is required to submit a new application to list the Aeterna Zentaris Shares on Nasdaq following the completion of the Arrangement. In connection with the Nasdaq change of control application, the Resulting Issuer must also satisfy the initial listing requirements of the Nasdaq.

Accordingly, the Aeterna Zentaris Share Consolidation is being proposed by the Aeterna Zentaris Board to the Aeterna Zentaris Shareholders with a range of potential consolidation ratios from three to four pre-consolidation Aeterna Zentaris Shares for every one post-consolidation Aeterna Zentaris Share, with the exact consolidation to be determined by the Aeterna Zentaris Board in its sole discretion, in order to ensure that Aeterna Zentaris meets the Bid Price Rule.

Share Consolidation

The Arrangement Agreement contemplates the possibility that the number of issued and outstanding of Aeterna Zentaris Shares will be reduced through the Aeterna Zentaris Share Consolidation, which is intended, absent other

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factors, to increase the per share market price of the Aeterna Zentaris Shares following the completion of the Arrangement and enable the Resulting Issuer to comply with the Bid Price Rule. However, the market price of the Aeterna Zentaris Shares will also be affected by the Resulting Issuer’s financial and operational results, its financial position, including its liquidity and capital resources, industry conditions, the market’s perception of the Resulting Issuer’s business and other factors, which are unrelated to the number of Aeterna Zentaris Shares outstanding.

Having regard to these other factors, there can be no assurance that the market price of the Aeterna Zentaris Shares will increase following the implementation of the Aeterna Zentaris Share Consolidation to the extent sufficient to allow for a listing of the Aeterna Zentaris Shares on the Nasdaq following the completion of the Arrangement, or that the market price of the Aeterna Zentaris Shares will not decrease in the future and result in noncompliance with the continuous listing requirements of the Nasdaq. There can also be no assurance that the implementation of the Aeterna Zentaris Share Consolidation will, in and of itself, guarantee the continued listing of the Aeterna Zentaris Shares on the Nasdaq or that the Aeterna Zentaris Shares will not be delisted from the Nasdaq because the Resulting Issuer fails to meet other Nasdaq continued listing requirements.

If the Aeterna Zentaris Share Consolidation is implemented and the market price of the Aeterna Zentaris Shares (adjusted to reflect the Aeterna Zentaris Share Consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of the Resulting Issuer’s overall market capitalization may be greater than would have occurred if the Aeterna Zentaris Share Consolidation had not been implemented. Both the total market capitalization of a company and the adjusted market price of such company’s shares following a consolidation or reverse split may be lower than they were before the consolidation or reverse split took effect. The reduced number of Aeterna Zentaris Shares that would be outstanding after the Aeterna Zentaris Share Consolidation is implemented could adversely affect the liquidity of the Aeterna Zentaris Shares.

U.S. Tax Matters

The exchange of Shares for Consideration Shares pursuant to the Arrangement is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the U.S. Tax Code. However, if the exchange of Shares for Consideration Shares pursuant to the Arrangement does not qualify as a reorganization under Section 368(a) of the U.S. Tax Code, a U.S. Holder of Shares will recognize gain or loss on the exchange of its Shares for Consideration Shares equal to the difference between the fair market value of the Consideration Shares received and the adjusted basis in the Shares surrendered, as further described under the heading “ Principal U.S. Federal Income Tax Considerations – U.S. Federal Income Tax Consequences of the Arrangement ”.

For a more detailed discussion of the U.S. federal income tax consequences of the Arrangement, see “ Principal U.S. Federal Income Tax Considerations ”.

If Ceapro or Aeterna Zentaris were to constitute a PFIC under the meaning of section 1297 of the U.S. Tax Code for any year during a U.S. Holder’s holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to such U.S. Holder, including resulting from the exchange of Shares for Consideration Shares pursuant to the Arrangement, and the ownership and disposition of Consideration Shares following the Arrangement.

A determination as to whether Ceapro was classified as a PFIC for the taxable year ended December 31, 2023 or will be classified as a PFIC for its current tax year cannot be made at this time. A determination as to whether Aeterna Zentaris is classified as a PFIC for its current tax year (including the day following the close of the Arrangement) has not been made at this time. The determination of whether any corporation was, is or will be, a PFIC for a tax year, which must be made annually after the close of each taxable year, depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a

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PFIC for any tax year depends on the assets and income of such corporation over the entire course of each such tax year and, as a result, cannot be predicted with certainty for the current tax year or for any future tax year as of the date of this Circular. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of Ceapro and Aeterna Zentaris.

For a more detailed discussion of the PFIC rules, including the consequences and availability of a QEF Election or a mark-to-market election, see “ Principal U.S. Federal Income Tax Considerations - Passive Foreign Investment Company Considerations ”.

PROCEDURES FOR THE SURRENDER OF SECURITIES AND RECEIPT OF CONSIDERATION

Procedures for Shareholders

Registered Shareholders

If you are a Registered Shareholder, you should have received with this Circular, an Instrument of Proxy and a Letter of Transmittal. Registered Shareholders who have not received a Letter of Transmittal should contact the Depositary, by phone at 1-800-564-6253 (within North America) and 1-514-982-7555 (Outside North America) or by email at [email protected] . Registered Shareholders may request additional copies of the Letter of Transmittal by contacting the Depositary. The Letter of Transmittal is also available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

If the Arrangement Resolution is passed and the Arrangement is implemented, in order to receive Consideration Shares, Registered Shareholders must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it, together with the Share certificate(s) or DRS Advice(s) representing their Shares and the other relevant documents required by the instructions set forth therein, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. Registered Shareholders who do not forward to the Depositary a validly completed and signed Letter of Transmittal, together with their Share certificate(s) or DRS Advice(s), will not receive the Consideration to which they are otherwise entitled until such deposit is made.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. The deposit of Shares pursuant to the procedures set forth in the Letter of Transmittal will constitute a binding agreement between the depositing Registered Shareholder and Aeterna Zentaris upon the terms and subject to the conditions of the Arrangement.

In all cases, following the Effective Date, delivery of Consideration Shares for Shares deposited will be made only after timely receipt by the Depositary of Share certificate(s) or DRS Advice(s) representing such Shares, together with a properly completed and duly executed Letter of Transmittal in the form accompanying this Circular relating to such Shares, with signatures guaranteed if so required in accordance with the instructions in the Letter of Transmittal, and any other required documents.

If a Letter of Transmittal is executed by a Person other than the Registered Shareholder of the Share certificate(s) or DRS Advice(s) deposited therewith, such certificate(s) or DRS Avice(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney properly completed by the Registered Shareholder, and the signature on such endorsement or share transfer power of attorney must correspond exactly to the name of the Registered Shareholder as registered or as appearing on the certificates(s) or DRS Avice(s) and must be guaranteed by an Eligible Institution in accordance with the instructions set forth in the Letter of Transmittal.

All questions as to validity, form, eligibility (including timely receipt) and acceptance of any Letter of Transmittal and Shares deposited pursuant to the Arrangement will be determined by the Parties. Depositing Registered Shareholders agree that such determination will be final and binding. The Company reserves for itself and Aeterna Zentaris the absolute discretion to instruct the Depositary and the absolute right to waive any defect or irregularity contained in any Letter of Transmittal received by it.

The method of delivery of the Letter of Transmittal and all Share certificate(s), DRS Advice(s) and all other required documents is at the option and risk of the Person depositing the same, and delivery will be deemed effective only when such documents are actually received by the Depositary. recommends that the necessary documentation be hand

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delivered to the Depositary at the address set forth above and in the Letter of Transmittal, and that a receipt be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

Registered Shareholders are encouraged to complete, sign, date and return the enclosed Letter of Transmittal, together with their Share certificate(s) or DRS Advice(s), as applicable, to the Depositary as soon as possible to assist in arranging for the prompt exchange of the Shares if the Arrangement is completed. If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, Share certificate(s) or DRS Advice(s) delivered to the Depositary will be returned to Shareholders as soon as practicable by the Depositary.

Non-Registered Shareholders

The exchange of Shares for the Consideration Shares in respect of Non-Registered Shareholders is expected to be made with such Shareholders’ Intermediary. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and carefully follow the instructions from the Intermediary that holds their Shares and arrange for their Intermediary to complete the necessary steps to ensure that they receive the Consideration for their Shares as soon as possible following completion of the Arrangement.

Lost, Destroyed or Stolen Share Certificate(s)

Prior to the Effective Date, if a Share certificate representing Shares has been lost, destroyed or stolen, the Registered Shareholder of such certificate should contact the Depositary at by phone at 1-800-564-6253 (within North America) and 1-514-982-7555 (Outside North America), or email at [email protected], and provide the Depositary with a letter describing the loss, destruction or theft. Computershare will respond with the replacement requirements which such Registered Shareholder will be required to complete and return alongside certain documentation, including a bond and/or indemnity.

After the Effective Date, if a Share certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact or submitting a letter describing the loss, as directed by the Depositary, the Depositary will cause the issuance, in exchange for such lost, stolen or destroyed certificate, of the Consideration Shares that such a Registered Shareholder has the right to receive in accordance with the Arrangement and the Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Registered Shareholder shall, as a condition precedent to the delivery of such Consideration Shares, give a surety bond satisfactory to Aeterna Zentaris and the Depositary (each acting reasonably) in such sum as Aeterna Zentaris may direct (acting reasonably), and indemnify Aeterna Zentaris, the Depositary and the Company in a manner satisfactory to Aeterna Zentaris, the Depositary and the Company (each acting reasonably) against any claim that may be made against Aeterna Zentaris, the Depositary and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Effect of Surrendering Share Certificate(s) or Forwarding DRS Advice(s)

Once Registered Shareholders surrender their Share certificate(s) or forward their DRS Advice(s), they will not be entitled to sell the Shares to which such certificates relate.

Delivery of Consideration Shares

Assuming completion of the Arrangement, if shareholders hold their Shares through an Intermediary, the Consideration Shares will be delivered to the shareholders’ Intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such Intermediaries. Shareholders should contact their Intermediary if they have questions regarding this process.

The Depositary will act as the agent of Persons who have deposited their Shares pursuant to the Arrangement for the purpose of receiving the Consideration pursuant to the Arrangement and transmitting it to such Persons.

Upon surrender to the Depositary for cancellation of Share certificate(s) or DRS Advice(s) which immediately prior to the Effective Time represented one or more Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate(s) or DRS Advice(s) will be entitled to receive in exchange therefor, and the Depositary will cause the delivery to such holder as soon as practicable after the Effective Time, a DRS Advice or certificate(s)

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representing Consideration Shares which such Shareholder is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement, and the certificate(s) or DRS Advice(s) representing the Shares so surrendered will forthwith be cancelled. In the event that a DRS Advice is not available, a certificate representing Consideration Shares will be issued to the Former Shareholder. Until surrendered, each certificate or DRS Advice which immediately prior to the Effective Time represented a Share will be deemed, after the Effective Time, to represent only the right to receive upon the surrender of such certificate or DRS Advice Considerations Shares in lieu of such certificate or DRS Advice representing one or more Shares, less any amounts withheld pursuant to the Plan of Arrangement.

Unless otherwise directed in the Letter of Transmittal, a DRS Advice or certificate, as applicable, representing Consideration Shares will be issued in the name of the Registered Shareholder so depositing. Such DRS Advice or certificate will be forwarded by mail to the address provided in the Letter of Transmittal and if no address is provided, such DRS Advice or certificate will be forwarded to the address of the Person as shown on the applicable register of the Company.

Procedures for Optionholders

Optionholders will not be required to complete and return a Letter of Transmittal or surrender the stock option agreements representing their Options in order to receive the Replacement Options. On the Effective Date, the Options will be deemed cancelled and the Resulting Issuer will issue instruments representing the Replacement Options issued in exchange for the Options pursuant to the Arrangement which will be forwarded to the address of the Optionholders as shown on the register maintained by the Company.

Cancellation of Rights of Securityholders

From and after the Effective Time, Share certificates or DRS Advices formerly representing Shares under the Arrangement shall represent only the right to receive the Consideration to which the Former Shareholders are entitled under the Arrangement, or with respect to Dissenting Shareholders, other than Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 3.01 [Dissent Rights] of the Plan of Arrangement, to receive the fair value of the Dissent Shares represented by such Share certificates or DRS Advices.

From and after the Effective Time, instruments formerly representing Options shall represent only the right to receive the Replacement Options to which the former Optionholders are entitled under the Arrangement.

To the extent that a Former Shareholder shall not have complied with the provisions of the Plan of Arrangement with respect to the surrender of Share certificates or DRS Advices on or before the date that is six years after the Effective Date, then the Share certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Shares held by such Former Shareholder shall cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against Ceapro, Aeterna Zentaris, the Depositary or any other person. On such date, the Consideration which such Former Shareholder would otherwise have been entitled to receive, together with any distributions or dividends such holder would otherwise have been entitled to receive, shall be deemed to have been surrendered for no consideration to Aeterna Zentaris. Neither Ceapro nor Aeterna Zentaris will be liable to any person in respect of any cash or securities which is forfeited to Aeterna Zentaris or delivered to any public official pursuant to any applicable abandoned property or similar law.

Fractional Securities

No share certificates or DRS Advices representing fractional Aeterna Zentaris Shares or instruments representing fractional Replacement Options shall be issued pursuant to the Arrangement. In the event that a Securityholder would otherwise be entitled to fractional Consideration Shares or Replacement Options, the number of Consideration Shares or Replacement Options issued to such Securityholder shall be rounded down to the nearest whole Aeterna Zentaris Share or Replacement Option, as applicable, without additional consideration. In calculating such fractional interests, all Securities registered in the name of or beneficially held by such Shareholder or Optionholder, as applicable, or its nominee shall be aggregated.

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Withholding Rights

Aeterna Zentaris, the Company and the Depositary will be entitled to deduct and withhold from any Consideration otherwise payable to a Shareholder, such amounts as Aeterna Zentaris, the Company or the Depositary determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under any provision of Applicable Laws. To the extent the amount required to be deducted or withheld from any Consideration exceeds the amount of cash consideration, if any, otherwise payable to a Shareholder, any of Aeterna Zentaris, the Company or the Depository may sell or otherwise dispose of any non-cash consideration payable to a Shareholder as is necessary to provide sufficient funds to Aeterna Zentaris, the Company or the Depository, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and Aeterna Zentaris, the Company and the Depository will so notify the Shareholder and remit to the Shareholder any unapplied balance of the net proceeds of such sale.

The Depositary will receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain out-of-pocket expenses and will be indemnified by the Parties against certain liabilities under Applicable Laws and expenses in connection therewith.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as described elsewhere in this Circular, including under the heading “ The Arrangement – Interests of ” Certain Persons in the Arrangement , management of the Company is not aware of: (i) any Person who has been a director or executive officer of the Company at any time since the beginning of the last financial year; or (ii) any associate or affiliate of any such director or executive officer, who has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in any matter to be acted upon at the Meeting

See “ Interests of Informed Persons in Material Transactions ” and “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular, including under the heading “ The Arrangement – Interests of ” Certain Persons in the Arrangement , and in the notes to the Annual Financial Statements, no informed person of the Company or any associate or affiliate of any informed person has any material interest, direct or indirect, in any transaction since the Company’s financial year ended December 31, 2022, or in any proposed transaction which has materially affected or would materially affect the Company. An “informed person” means: (i) a director or executive office of a reporting issuer; (ii) a director or executive officer of a Person that is itself an informed person or subsidiary of a reporting issuer; (iii) any Person who beneficially owns or controls or directs, directly or indirectly, voting shares of a reporting issuer or who exercises control or direction over shares of the reporting issuer or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the reporting issuer; and (iv) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

See “ The Arrangement – Interests of Certain Persons in the Arrangement ” and “ Interests of Certain Persons in Matters to be Acted Upon ”.

INTERESTS OF EXPERTS

Certain legal matters relating to the Arrangement are to be passed upon by Blake, Cassels & Graydon LLP, on behalf of the Company in respect of Canadian matters, by Troutman Pepper Hamilton Sanders LLP, on behalf of the Company in respect of US matters, and by Norton Rose Fulbright Canada LLP, on behalf of Aeterna Zentaris. As of the date hereof, the partners and associates of Blake, Cassels & Graydon LLP beneficially owned, directly or indirectly, less than 1% of any class of outstanding shares of Ceapro and the partners and associates of Norton Rose Fulbright Canada LLP beneficially owned, directly or indirectly, less than 1% of any class of outstanding shares of Aeterna Zentaris.

The Financial Advisor has prepared and delivered to the Board the Fairness Opinion with respect to the Arrangement. Neither the Financial Advisor, nor any partner or associate thereof, has received nor will receive a direct or indirect

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interest in the property of the Parties. As of the date hereof, the partners and associates of the Financial Advisor do not own, beneficially, directly or indirectly, any of the issued and outstanding securities of the Parties.

The auditors of the Company are Grant Thornton LLP, located at 333 Seymour Street, Suite 1600, Vancouver, British Columbia V6B 0A4. Grant Thornton LLP is independent of the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Ernst & Young LLP, former auditors of Aeterna Zentaris, audited the consolidated financial statements of Aeterna Zentaris as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, which are incorporated herein by reference. Ernst & Young LLP was independent of Aeterna Zentaris, through the date of their audit report, within the meaning of the Code of Ethics of Chartered Professional Accountants of the Ordre des comptables professionnels agréés du Québec and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the PCAOB.

PricewaterhouseCoopers LLP, formers auditor of Aeterna Zentaris, audited the audited consolidated financial statements of Aeterna Zentaris for the year ended December 31, 2020, including the related notes, as stated in the corresponding report of independent registered public accounting firm, which are incorporated herein by reference. PricewaterhouseCoopers LLP is independent of Aeterna Zentaris in accordance with within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the PCAOB.

The registrar and transfer agent of the Company is Computershare Investor Services Inc. at 100 University Ave 8[th] Floor, Toronto, Ontario M5J 2Y1.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the Company’s directors, executive officers or employees, or former directors, executive officers or employees, nor any associate of such individuals, is as of the date hereof, or has been, during the financial year ended December 31, 2022, indebted to the Company in connection with a purchase of Securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding of the Company.

ADDITIONAL INFORMATION CONCERNING THE COMPANY

Additional information relating to the Company can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca, including the Annual Financial Statements, the Interim Financial Statements, the Annual MD&A and the Interim MD&A. Securityholders may also request copies of these documents, free of charge, by mail or courier to the Company at 51 Avenue NW, Suite 7824, Edmonton, Alberta T6E 6W2 or by email at [email protected].

OTHER INFORMATION AND MATTERS

There is no information or matter not disclosed in this Circular but known to the Company that would be reasonably expected to affect the decision of Securityholders to vote for or against the Arrangement Resolution.

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Instrument of Proxy to vote the Securities represented thereby in accordance with their best judgment on such matter.

QUESTIONS AND FURTHER ASSISTANCE

If you have any questions about the information contained in this Circular, or require assistance in completing your Instrument of Proxy, please contact the Company’s proxy solicitation agent, Morrow Sodali, at (800) 662-5200 toll free in North America, or call outside North America at (203) 658-9400, or by email at [email protected]. If you have any questions about completing your Letter of Transmittal, please contact the Depositary at 1-800-564-6253 (for Shareholders in Canada and the United States) or 1-514-982-7555 (for Shareholders outside Canada and the United States).

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APPROVAL

The contents of this Circular and the sending thereof to the Securityholders have been approved by the Board.

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CONSENT OF BLOOM BURTON SECURITIES INC.

February 9, 2024

To: The Board of Directors of Ceapro Inc. the (“Company”)

We refer to our written fairness opinion (the “Fairness Opinion”) dated December 14, 2023 which we prepared solely for the information of the Board of Directors of the Company (the “Board”) in connection with the arrangement involving the Company and Aeterna Zentaris Inc. The Fairness Opinion was given as at December 14, 2023, and remains subject to the assumptions, qualifications and limitations contained therein.

We consent to the inclusion of the text of our Fairness Opinion as Appendix C to the management information circular of the Company dated February 9, 2024 (the “Circular”) and references to our firm name and to the Fairness Opinion in the Circular. In providing such consent, Bloom Burton Securities Inc. does not intend that any person other than the Board may rely upon the Fairness Opinion.

(Signed) “Bloom Burton Securities Inc.”

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APPENDIX A

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE HOLDERS OF COMMON SHARES OF CEAPRO INC. (“CEAPRO”) AND OF THE HOLDERS OF OPTIONS TO PURCHASE COMMON SHARES OF CEAPRO THAT:

The arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act of Ceapro, pursuant to the arrangement agreement dated December 14, 2023, as amended on January 16, 2024, between Ceapro and Aeterna Zentaris Inc. (the “ Arrangement Agreement ”), all as more fully described and set forth in the management information circular of Ceapro prepared in connection with the meeting of the securityholders of Ceapro called in order to approve this resolution, as it may be amended, supplemented or otherwise modified from time to time (the “ Circular ”), and all transactions contemplated thereby, are hereby authorized, approved and adopted.
The plan of arrangement of Ceapro, as it may be amended, supplemented or otherwise modified from time to time (the “ Plan of Arrangement ”), the full text of which is set out in Appendix B to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and all the transactions contemplated therein, (ii) actions of the directors of Ceapro in approving the Arrangement and the Arrangement Agreement, and (iii) actions of the directors and officers of Ceapro in executing and delivering the Arrangement Agreement, are hereby ratified and approved.
Ceapro is hereby authorized to apply for a final order from the Court of King’s Bench of Alberta to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, amended, supplemented or otherwise modified).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the securityholders of Ceapro (the “ Securityholders ”) entitled to vote thereon or that the Arrangement has been approved by the Court of King’s Bench of Alberta, the directors of Ceapro are hereby authorized and empowered, without notice to or approval of the Securityholders: to (i) amend, supplement or otherwise modify the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
Any director or officer of Ceapro is hereby authorized and directed for and on behalf of Ceapro to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the performance of any such other act or thing.

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APPENDIX B

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions

In this Plan of Arrangement, any capitalized term used herein and not defined in this Section 1.01 shall have the meaning ascribed thereto in the Arrangement Agreement. Unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “ Aeterna Zentaris ” means Aeterna Zentaris Inc., a corporation existing under the federal laws of Canada.
(b) “ Aeterna Zentaris Adjusted Warrants ” means the outstanding warrants to purchase Aeterna Zentaris Shares, as set forth in the Aeterna Zentaris Disclosure Letter, to whom the holders of which will be issued Aeterna Zentaris New Warrants pursuant to the terms and conditions of the Aeterna Zentaris New Warrant Agreement.
(c) “ Aeterna Zentaris Disclosure Letter ” means the disclosure letter executed by Aeterna Zentaris and delivered to Ceapro on the date hereof in connection with the execution of the Arrangement Agreement.
(d) “ Aeterna Zentaris New Warrant Agreement ” means the agreement to be entered into between Aeterna Zentaris and the Aeterna Zentaris Warrant Agent with respect to the issuance of the Aeterna Zentaris New Warrants.
(e) “ Aeterna Zentaris New Warrants ” means the warrants to purchase Aeterna Zentaris Shares at an exercise price of $0.01 per Aeterna Zentaris Share at any time on or before the third anniversary of the Effective Date to be issued to the Aeterna Zentaris Shareholders and the holders of Aeterna Zentaris Adjusted Warrants immediately prior to the Effective Time pursuant to the terms and conditions of the Aeterna Zentaris New Warrant Agreement.
(f) “ Aeterna Zentaris Shareholders ” means the holders of Aeterna Zentaris Shares.
(g) “ Aeterna Zentaris Shares ” means the common shares in the authorized share structure of Aeterna Zentaris, as currently constituted.
(h) “ Aeterna Zentaris Stock Option Plans ” means the 2018 Long-Term Incentive Plan and the 2016 Second Amended and Restated Stock Option Plan of Aeterna Zentaris, as amended from time to time.
(i) “ Aeterna Zentaris Warrant Agent ” means Computershare Trust Company of Canada, appointed as warrant agent for the Aeterna Zentaris New Warrants pursuant to the terms of the Aeterna Zentaris New Warrant Agreement.
(j) “ Arrangement ” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments, variations or modifications thereto in accordance with the terms of the Arrangement Agreement and Section 5.01 of this Plan of Arrangement or at the direction of the Court in the Interim Order, the Final Order, or otherwise provided that any such amendments, variations or modifications are consented to by Ceapro and Aeterna Zentaris, each acting reasonably.

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(k) “ Arrangement Agreement ” means the arrangement agreement dated as of December 14, 2023, as amended on January 16, 2024, between Aeterna Zentaris and Ceapro, as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
(l) “ Arrangement Resolution ” means the special resolution approving the Arrangement to be considered and, if thought advisable, passed by the Ceapro Securityholders at the Ceapro Meeting, substantially in the form attached as Schedule B to the Arrangement Agreement.
(m) “ Articles of Arrangement ” means the articles of arrangement of Ceapro in connection with the Arrangement and required under Subsection 192(6) of the CBCA to be filed with the Director after the Final Order has been granted, which shall include this Plan of Arrangement, with any modifications as may be acceptable to Ceapro and Aeterna Zentaris, each acting reasonably, and be in form and content satisfactory to Ceapro and Aeterna Zentaris, each acting reasonably.
(n) “ Business Day ” means any day, other than a Saturday, a Sunday or any day on which it is a civic holiday in or on which major banking institutions in (i) Montreal, Quebec, (ii) Toronto, Ontario, (iii) Edmonton, Alberta or (iv) New York, New York are required by Law to be closed for business.
(o) “ CBCA ” means the Canada Business Corporations Act.
(p) “ Ceapro ” means Ceapro Inc., a corporation existing under the federal laws of Canada.
(q) “ Ceapro Disclosure Letter ” means the disclosure letter executed by Ceapro and delivered to Aeterna Zentaris on the date hereof in connection with the execution of the Arrangement Agreement.
(r) “ Ceapro Meeting ” means the special meeting of Ceapro Securityholders, including any adjournment or postponement thereof in accordance with the Arrangement Agreement and the Interim Order, to be called and held to consider and, if thought advisable, approve the Arrangement Resolution, and for any other purpose as may be set out in the Ceapro Circular.
(s) “ Ceapro Option In-The Money Amount ” in respect of a Ceapro Option, means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the aggregate Ceapro Shares that a holder is entitled to acquire on exercise of such Ceapro Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Ceapro Shares.
(t) “ Ceapro Optionholders ” means the holders of Ceapro Options.
(u) “ Ceapro Options ” means the outstanding options to purchase Ceapro Shares granted under or otherwise subject to the Ceapro Stock Option Plan, as set forth in the Ceapro Disclosure Letter.
(v) “ Ceapro Securities ” means, collectively, the Ceapro Shares and the Ceapro Options.
(w) “ Ceapro Securityholders ” means the holders of Ceapro Securities.
(x) “ Ceapro Shareholders ” means the holders of Ceapro Shares.
(y) “ Ceapro Shares ” means the common shares in the authorized share capital of Ceapro, as currently constituted.
(z) “ Ceapro Stock Option Plan ” means the 2023 amended and restated stock option plan of Ceapro approved by the Ceapro Shareholders on June 6, 2023, as amended from time to time.
(aa) “ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA giving effect to the Articles of Arrangement and this Plan of Arrangement in accordance with Section 262 of the CBCA.

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(bb) “ Code ” means the United States Internal Revenue Code of 1986.
(cc) “ Consideration ” means the consideration to be received by the Ceapro Shareholders pursuant to this Plan of Arrangement in exchange for their Ceapro Shares, consisting of such number of Aeterna Zentaris Shares as is equal to the Exchange Ratio multiplied by the number of Ceapro Shares being exchanged.
(dd) “ Court ” means the Court of King’s Bench of Alberta.
(ee) “ Depositary ” means Computershare Trust Company of Canada or such other depositary as may be agreed upon by the Parties, each acting reasonably.
(ff) “ Director ” means the Director appointed pursuant to Section 260 of the CBCA.
(gg) “ Dissent Rights ” has the meaning ascribed thereto in Section 3.01 of this Plan of Arrangement.
(hh) “ Dissenting Shareholder ” means a registered holder of Ceapro Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights.
(ii) “ DRS Advice ” means a Direct Registry System Advice.
(jj) “ Effective Date ” means the date shown on the Certificate of Arrangement.
(kk) “ Effective Time ” means 12:01 a.m. (Edmonton time) on the Effective Date.
(ll) “ Exchange Ratio ” means 0.09439 of an Aeterna Zentaris Share for each Ceapro Share.
(mm) “ Final Order ” means the final order of the Court approving the Arrangement pursuant to Section 192 of the CBCA after a hearing upon the fairness of the terms and conditions of the Arrangement, which shall include such terms as may be necessary or appropriate to give effect to this Plan of Arrangement, as such order may be amended, modified or varied by the Court at any time prior to the Effective Date (or if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal), in a form acceptable to Ceapro and Aeterna Zentaris, each acting reasonably.
(nn) “ Former Ceapro Shareholders ” means the holders of Ceapro Shares immediately prior to the Effective Time.
(oo) “ Intended U.S. Tax Treatment ” has the meaning ascribed thereto in Section 2.07 of this Plan of Arrangement.
(pp) “ Interim Order ” means the interim order of the Court pursuant to Section 192(4) of the CBCA made in connection with the Arrangement in a form acceptable to Ceapro and Aeterna Zentaris, each acting reasonably, providing for, among other things, the calling and holding of the Ceapro Meeting, as the same may be amended, supplemented or varied by further order of the Court, with the consent of Ceapro and Aeterna Zentaris, each acting reasonably.
(qq) “ Law ” or “ Laws ” means all laws (including common law), by-laws, statutes, rules (including the rules and regulations of any stock or securities exchange or quotation system), regulations, principles of common law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity, and to the extent that they have the force of law, policies, standards, practices, guidelines and protocols of any Governmental Entity and the term “ applicable ” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, assets, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, assets, property or securities.

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(rr) “ Letter of Transmittal ” means the letter of transmittal to be sent to registered Ceapro Shareholders for use in connection with the Arrangement.
(ss) “ Liens ” means any hypothec, mortgage, pledge, assignment, lien, charge, security interest, encumbrance, adverse right or claim, pre-emptive right or right of first refusal other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.
(tt) “ Parties ” means Ceapro and Aeterna Zentaris and “Party” means either of them.
(uu) “ Plan of Arrangement ” means this plan of arrangement and any amendments or variations made in accordance with the terms of the Arrangement Agreement or Section 5.01 of this Plan of Arrangement or made at the direction of the Court with the consent of Ceapro and Aeterna Zentaris, each acting reasonably.
(vv) “ Replacement Option ” means an option to purchase Aeterna Zentaris Shares granted by Aeterna Zentaris in exchange for Ceapro Options at the Effective Time pursuant to Section 2.04(a) of this Plan of Arrangement.
(ww) “ Replacement Option In-The-Money Amount ” in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the aggregate Aeterna Zentaris Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such Aeterna Zentaris Shares.
(xx) “ Tax Act ” means the Income Tax Act (Canada).
(yy) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended.
(zz) “ United States ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein shall have the same meaning herein as in the CBCA unless the context otherwise requires.

Section 1.02 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section or paragraph by number or letter or both refer to the Article, Section or paragraph, respectively, bearing that designation in this Plan of Arrangement.

Section 1.03 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing gender include all genders and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

Section 1.04 Date for any Action

Unless otherwise expressly stated, if the date on or by which any action is required or permitted to be taken hereunder by a Party is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

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Section 1.05 Statutory References

Any reference to a statute refers to such statute, or successor thereto, and all rules, resolutions and regulations made under it, or its successor, respectively, as it or its successor, or they, may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Section 1.06 Currency

Unless otherwise stated, all references herein to sums of money are expressed in lawful money of the United States and “$” or “USD$” refers to United States dollars.

Section 1.07 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Alberta and the laws of Canada applicable therein. All questions as to the interpretation or application of this Plan of Arrangement and all proceedings taken in connection with the Plan of Arrangement shall be subject to the exclusive jurisdiction of the Court.

ARTICLE 2 ARRANGEMENT

Section 2.01 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, and forms part of, the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

Section 2.02 Binding Effect

This Plan of Arrangement constitutes an arrangement as referred to in section 192 of the CBCA. The Arrangement will become effective at, and be binding at and after, the times referred to in Section 2.04 of this Plan of Arrangement on: (i) Ceapro; (ii) Aeterna Zentaris (iii) all Ceapro Securityholders (including Dissenting Shareholders); and (iv) the Depositary, without any further act or formality required on the part of any person, except as expressly provided herein.

Section 2.03 Prior Issuance of Aeterna Zentaris New Warrants

Immediately prior to the Effective Date and not through the effect of the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, Aeterna Zentaris shall issue 2,534,424 Aeterna Zentaris New Warrants to the holders of Aeterna Zentaris Shares and the holders of Aeterna Zentaris Adjusted Warrants.

Section 2.04 Arrangement

The following events shall occur and shall be deemed to occur sequentially as set out below, and, except as otherwise set forth herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at two-minute intervals starting at the Effective Time (unless otherwise indicated):

(a) each Ceapro Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall cease to represent an option or other right to acquire Ceapro Shares and shall, without any further act or formality by or on behalf of the holder thereof, be exchanged by the holder thereof for a Replacement Option to acquire from Aeterna Zentaris such number of Aeterna Zentaris Shares equal to the product of: (A) that number of Ceapro Shares that were issuable upon exercise of such Ceapro Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an Aeterna Zentaris Share on any particular exercise of Replacement Options, then the number of Aeterna Zentaris Shares otherwise issued shall be rounded down to the nearest whole number of Aeterna Zentaris Shares. The exercise price per Aeterna Zentaris Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per Ceapro Share subject to each such

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Ceapro Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. All other terms and conditions of a Replacement Option, including the term to expiry, vesting requirements, conditions to and manner of exercising, will be subject to and in accordance with the Aeterna Zentaris Stock Option Plans, as the same may be amended from time to time, and the rules and regulations of the TSX and Nasdaq. Notwithstanding any of the foregoing, in respect only of Ceapro Optionholders whom are resident in Canada (within the meaning of the Tax Act) or who received their Ceapro Options in respect of the performance of duties of an office or employment in Canada (for the purposes of the Tax Act), it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Ceapro Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option exceeds the Ceapro Option In-The-Money Amount in respect of the Ceapro Option for which it is exchanged, then the exercise price per Aeterna Zentaris Share of such Replacement Option will be increased accordingly by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Ceapro Option In-The-Money Amount in respect of such Ceapro Option. It is further intended that each Ceapro Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the Code and further that if such Ceapro Option is an “incentive stock option” (as defined in Section 422 of the Code) in a manner compliant with Section 424 of the Code, and this Section 2.04(a) will be construed consistently with such intent;

(b) subject to Section 3.01 of this Plan of Arrangement, each Ceapro Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall, without any further act or formality by or on behalf of the Dissenting Shareholder, be deemed to be assigned and transferred by the Dissenting Shareholder to Ceapro in consideration for a debt claim against Ceapro for the amount determined under Article 3 of this Plan of Arrangement, and:
(i) such Dissenting Shareholder shall cease to be the holder thereof and shall cease to have any rights as a Ceapro Shareholder other than the right to be paid the fair value of such Ceapro Shares in accordance with this Plan of Arrangement;
(ii) the name of each Dissenting Shareholder shall be removed as the holder of such Ceapro Shares from the register of Ceapro Shareholders as of the Effective Time;
(iii) each Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Ceapro Share in accordance with this Section 2.04(b) of this Plan of Arrangement; and
(iv) Aeterna Zentaris shall be deemed to be the transferee of such Ceapro Shares free and clear of all Liens and shall be entered in the register of holders of the Ceapro Shares maintained by or on behalf of Ceapro; and
(c) each Ceapro Share held by a Ceapro Shareholder (other than Ceapro Shares held by Dissenting Shareholders) shall, without any further act or formality by or on behalf of the Ceapro Shareholders, be deemed to be assigned and transferred by the holder thereof to Aeterna Zentaris in exchange for the Consideration, and:
(i) such Ceapro Shareholder shall cease to be the holder thereof and shall cease to have any rights as a Ceapro Shareholder other than the right to be paid the Consideration in accordance with this Plan of Arrangement;
(ii) the name of each Ceapro Shareholder shall be removed as the holder of such Ceapro Shares from the register of Ceapro Shareholders as of the Effective Time;
(iii) each Ceapro Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Ceapro Share in accordance with this Section 2.04(c) of this Plan of Arrangement; and

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(iv) Aeterna Zentaris shall be deemed to be the transferee of such Ceapro Shares free and clear of all Liens and shall be entered in the register of holders of the Ceapro Shares maintained by or on behalf of Ceapro.

Section 2.05 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 2.06 No Fractional Consideration

No fractional Aeterna Zentaris Shares shall be issued to Former Ceapro Shareholders under this Plan of Arrangement. The number of Aeterna Zentaris Shares to be issued to Former Ceapro Shareholders shall be rounded down to the nearest whole Aeterna Zentaris Share in the event that a Former Ceapro Shareholder is entitled to a fractional share without any additional compensation in lieu of such fractional share.

Section 2.07 U.S. Tax Matters

For U.S. federal (and applicable state and local) income tax purposes, (i) the Arrangement is intended to be treated as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the Arrangement Agreement and this Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the United States Treasury Regulation Section 1.368-2(g) (clauses (i) and (ii), collectively, the “ Intended U.S. Tax Treatment ”). The Parties (i) agree to report consistently with the Intended U.S. Tax Treatment on their income tax returns, and to not take any position for applicable income tax purposes (whether in the conduct of an audit, preparation of tax returns, or otherwise; provided that such position shall not preclude a Party from settling or otherwise resolving an audit) that is inconsistent therewith and (ii) agree to not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from being treated inconsistently with the Intended U.S. Tax Treatment.

ARTICLE 3 DISSENT RIGHTS

Section 3.01 Dissent Rights

Each registered holder of Ceapro Shares may exercise dissent rights with respect to Ceapro Shares held by such Dissenting Shareholder (“ Dissent Rights ”), in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order and this Section 3.01; provided that, notwithstanding Section 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in Section 190(5) of the CBCA must be received by Ceapro not later than 48 hours (excluding Saturday, Sundays and statutory holidays in Edmonton, Alberta) prior to the Ceapro Meeting. Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 3.01, shall be deemed to have transferred all Ceapro Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to Ceapro, as provided in Section 2.04(b) of this Plan of Arrangement and if such Dissenting Shareholder:

(a) is ultimately entitled to be paid fair value for its Ceapro Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Section 2.04 of this Plan of Arrangement (other than Section 2.04(b)); (ii) will be entitled to be paid the fair value of such Ceapro Shares by Ceapro; which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Ceapro Shares; or
(b) ultimately is not entitled, for any reason, to be paid fair value for such Ceapro Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as a non‐dissenting holder of Ceapro Shares and shall be entitled to receive only the Consideration contemplated by

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Section 2.04(c) of this Plan of Arrangement that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

Section 3.02 Recognition of Dissenting Shareholders

In no circumstances shall Aeterna Zentaris, Ceapro or any other person be required to recognize a person exercising Dissent Rights unless such person was the registered holder of those Ceapro Shares on the record date in respect of which such Dissent Rights are sought to be exercised.

(a) In no circumstances shall Aeterna Zentaris, Ceapro or any other person be required to recognize any such holders as holders of Ceapro Shares after the completion of the transfer under Section 2.04(b) of this Plan of Arrangement, and each Dissenting Shareholder will cease to be entitled to the rights of a Ceapro Shareholder in respect of Ceapro Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the register of Ceapro Shareholders shall be amended to reflect that such former holder is no longer the holder of such Ceapro Shares as of and from the Effective Time.
(b) In addition to any other restrictions under Section 190 of the CBCA, none of the following persons shall be entitled to exercise Dissent Rights: (i) any holder of a Ceapro Option; and (ii) any Ceapro Shareholder who votes or has instructed a proxyholder to vote such Ceapro Shareholder’s Ceapro Shares in favour of the Arrangement Resolution (but only in respect of such Ceapro Shares).

ARTICLE 4

DELIVERY OF AETERNA ZENTARIS SHARES

Section 4.01 Delivery of Aeterna Zentaris Shares

(a) Following the receipt of the Final Order and prior to the Effective Date, Aeterna Zentaris shall deliver or arrange to be delivered to the Depositary, certificate(s) or other evidence of ownership representing the aggregate number of Aeterna Zentaris Shares to satisfy the Consideration required to be issued to Former Ceapro Shareholders in accordance with the provisions of Section 2.04 of this Plan of Arrangement (other than the Dissenting Shareholders).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Ceapro Shares that were transferred pursuant to Section 2.04(c) of this Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Former Ceapro Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, certificates or DRS Advices representing the Aeterna Zentaris Shares that the Former Ceapro Shareholder is entitled to receive in accordance with Section 2.04 of this Plan of Arrangement. After the Effective Time, the Depositary shall cause the Consideration to be delivered to the Former Ceapro Shareholder as instructed by such holder in the Letter of Transmittal.
(c) After the Effective Time and until surrendered for cancellation as contemplated by Section 4.01(b) of this Plan of Arrangement, each certificate or DRS Advice, if any, that immediately prior to the Effective Time represented one or more Ceapro Shares shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate or DRS Advice, if any, is entitled to receive in accordance with Section 2.04 of this Plan of Arrangement.
(d) For greater certainty, none of the holders of Ceapro Options shall be entitled to receive any consideration with respect to such Ceapro Options other than consideration such holder is entitled to receive in accordance with Section 2.04(a) of this Plan of Arrangement.

Section 4.02 Lost Certificates

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Ceapro Shares that were exchanged for Aeterna Zentaris Shares in accordance with Section 2.04 of this Plan of Arrangement, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such

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certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate or DRS Advice representing the Aeterna Zentaris Shares that such holder is entitled to receive in accordance with Section 2.04 of this Plan of Arrangement. When authorizing such delivery of certificates or DRS Advice representing Aeterna Zentaris Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom certificates or DRS Advice representing such Aeterna Zentaris Shares is to be delivered shall, as a condition precedent to the delivery of such Aeterna Zentaris Shares, give a bond satisfactory to Aeterna Zentaris and the Depositary in such amount as Aeterna Zentaris and the Depositary may reasonably direct, or otherwise indemnify Aeterna Zentaris and the Depositary in a manner satisfactory to Aeterna Zentaris and the Depositary, each acting reasonably, against any claim that may be made against Aeterna Zentaris or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.03 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to Aeterna Zentaris Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the Effective Time, represented outstanding Ceapro Shares unless and until the holder of such certificate or DRS Advice shall have complied with the provisions of Section 4.01 or Section 4.02 of this Plan of Arrangement. Subject to applicable law and to Section 4.04 of this Plan of Arrangement, at the time of such compliance, there shall, in addition to the delivery of certificates or DRS Advice representing Aeterna Zentaris Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Aeterna Zentaris Shares.

Section 4.04 Adjustment to Share Consideration

The number of Aeterna Zentaris Shares, if any, that a Ceapro Shareholder is entitled to receive as Consideration pursuant to Section 2.04(c) of this Plan of Arrangement shall be adjusted to reflect fully the effect of any share split, reverse split or split dividend (including any dividend or distribution of securities convertible into Aeterna Zentaris Shares), consolidation, reorganization, recapitalization or other similar change with respect to Aeterna Zentaris Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time; provided, however, for the avoidance of doubt, no adjustment shall be made as a result of the issuance of Aeterna Zentaris New Warrants or any Aeterna Zentaris Shares issuable upon the exercise thereof.

Section 4.05 Withholding Rights

Aeterna Zentaris, Ceapro and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any person hereunder and from all dividends or other distributions otherwise payable to any Former Ceapro Shareholders such amounts as Aeterna Zentaris, Ceapro or the Depositary may be required or permitted to deduct and withhold therefrom under the Tax Act, the Code or any provision of any other applicable Laws. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate taxation authority. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the person, any of Aeterna Zentaris, Ceapro or the Depository is hereby authorized to sell or otherwise dispose of any non-cash consideration payable to the person as is necessary to provide sufficient funds to Aeterna Zentaris, Ceapro or the Depository, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and Aeterna Zentaris, Ceapro and the Depository shall notify such person and remit to such person any unapplied balance of the net proceeds of such sale. If any withholding Tax is assessed against and paid by Aeterna Zentaris, Ceapro or the Depositary, then the Former Ceapro Shareholders in respect of which such deduction or withholding should have been made will indemnify and hold harmless such withholding agent from and against such Tax, but only to the extent such Former Ceapro Shareholders actually received the amount that should have been deducted or withheld.

Section 4.06 U.S. Securities Laws Matters

Notwithstanding any provision herein to the contrary, this Plan of Arrangement will be carried out with the intention that all Aeterna Zentaris Shares issued to Ceapro Shareholders in exchange for Ceapro Shares and all Replacement

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Options issued to Ceapro Optionholders in exchange for Ceapro Options pursuant to this Plan of Arrangement, as applicable, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Section 4.07 Extinction of Rights

To the extent that a Former Ceapro Shareholder shall not have complied with the provisions of Section 4.01 or Section 4.02 of this Plan of Arrangement on or before the date that is six years after the Effective Date, then the certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Ceapro Shares held by such Former Ceapro Shareholder shall cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against Ceapro, Aeterna Zentaris, the Depositary or any other person. On such date, the Consideration to which such Former Ceapro Shareholder would otherwise have been entitled to receive, together with any distributions or dividends such holder would otherwise have been entitled to receive shall be deemed to have been surrendered for no consideration to Aeterna Zentaris. Neither Ceapro nor Aeterna Zentaris will be liable to any person in respect of any cash or securities which is forfeited to Aeterna Zentaris or delivered to any public official pursuant to any applicable abandoned property or similar law.

ARTICLE 5 AMENDMENTS AND WITHDRAWAL

Section 5.01 Amendments to Plan of Arrangement

(a) Aeterna Zentaris and Ceapro reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by Aeterna Zentaris and Ceapro, (iii) filed with the Court and, if made following the Ceapro Meeting, approved by the Court, and (iv) communicated to Ceapro Securityholders if and as required by the Court or applicable Law.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Ceapro at any time prior to the Ceapro Meeting provided that Aeterna Zentaris shall have consented thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication, and, if so proposed and accepted by the persons voting at the Ceapro Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Ceapro Meeting shall be effective only if: (i) it is consented to in writing by each of Aeterna Zentaris and Ceapro; and (ii) if required by the Court or applicable Law, it is consented to by the Ceapro Securityholders voting in the manner directed by the Court.
(d) Notwithstanding Section 5.01(a) of this Plan of Arrangement, Aeterna Zentaris and Ceapro may, at any time following the Effective Time, amend, modify or supplement this Plan of Arrangement without the approval of the Ceapro Securityholders or the Court provided that each amendment, modification or supplement (i) must be set out in writing, (ii) must concern a matter which, in the reasonable opinion of each of Aeterna Zentaris and Ceapro is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement, and (iii) is not adverse to the economic interests of any Former Ceapro Securityholders.

Section 5.02 Withdrawal

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. Upon termination of this Plan of Arrangement pursuant to the terms of the Arrangement Agreement, no Party shall have any liability or further obligation to any other Party hereunder other than as set out in the Arrangement Agreement.

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ARTICLE 6 MISCELLANEOUS

Section 6.01 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out herein.

Section 6.02 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Ceapro Shares and Ceapro Options issued prior to the Effective Time;
(b) the rights and obligations of the holders of Ceapro Shares and Ceapro Options and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and
(c) all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to Ceapro Shares and Ceapro Options shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein.

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APPENDIX C

FAIRNESS OPINION

See next page.

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Bloom Burton Securities Inc. | December 14, 2023

Ceapro Inc. 7824 51 Av. NW Edmonton, Alberta T6E 6W2

To the Members of the Board of Directors:

Bloom Burton Securities Inc. ("Bloom Burton", “we”, “our” or “us”) understands that Ceapro Inc. (“Ceapro”, “you” or the “Company”) has proposed to enter into an arrangement agreement (the “Arrangement Agreement”), that pursuant to which, in summary and among other things related thereto, Ceapro will be acquired by Aeterna Zentaris Inc. (“AZ” or the “Purchaser”) through a share exchange in which each outstanding Ceapro common share will be exchanged for 0.09439 of an Aeterna common share (the “Exchange Ratio”). Bloom Burton further understands that the contemplated transaction (the “Transaction”) will be effected by way of a statutory plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act . Through the Transaction, Ceapro options will be exchanged for replacement options to purchase from AZ such number of AZ shares equal to that number of Ceapro shares that were issuable upon exercise of such Ceapro options immediately prior to the Transaction as adjusted by the Exchange Ratio. In connection to the transaction, AZ will issue new warrants in order to reflect the difference in a negotiated valuation of US$16M and the current market capitalization of AZ (“New Warrants”). The New Warrants will be exercisable for a total of 2,534,424 common shares of AZ pursuant to a new warrant agreement and will be issued on a pro rata basis to existing AZ shareholders and existing AZ warrant holders as is determined pursuant to certain anti-dilution terms of the existing AZ warrants. Following the completion of the Transaction, the Purchaser will change its name to a name to be determined by the Board of Directors (the “Resulting Issuer”) and the Ceapro common shareholders will hold 50% of the outstanding common shares of the Resulting Issuer. The complete terms and conditions of the Transaction will be more fully described in an information circular (the “Information Circular”) to be mailed to Ceapro shareholders in connection with a special meeting of shareholders (the “Company Meeting”) to be held to consider and, if deemed advisable, approve, among other things, the Transaction.

Bloom Burton understands that the Transaction is subject to certain conditions, including, among other things, the approval of (i) at least 66 2/3% of the votes cast by the Ceapro shareholders present in person or represented by proxy at the Company Meeting voting together as a single class, (ii) if, and to the extent, required, a majority of the votes cast by the Shareholders present in person or represented by proxy at the Company Meeting voting together as a single class, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and (iii) approval of the Alberta Superior Court.

You have requested we prepare and deliver our written opinion (the “Opinion”) as to the fairness, from a financial point of view, of the Exchange Ratio to the securityholders of Ceapro.

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Brookfield Place - Bay Wellington Tower
181 Bay St. Suite 3410
Toronto, ON M5J 2T3
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Engagement of Bloom Burton Securities Inc.

By letter agreement dated November 1, 2023 (the “Engagement Letter”), the Company retained Bloom Burton to deliver a fairness opinion (the “Opinion”) to the Independent Committee and the Board of Directors. Bloom Burton had been acting in an advisory capacity under an agreement dated January 5, 2023, following which the Independent Committee requested the preparation of a fairness opinion. The Engagement Letter provides that Bloom Burton is to be paid a fixed fee plus applicable taxes upon delivery of the Opinion as well as reimbursement of all reasonable out-of-pocket expenses incurred in connection with the rendering of the Opinion. The fees payable to Bloom Burton in connection with the preparation and delivery of the Opinion are not dependent in any way on the conclusions of the Opinion. The Company has agreed to indemnify Bloom Burton from and against certain liabilities arising out of the performance of professional services rendered by Bloom Burton and its personnel under the Engagement Letter. Bloom Burton has not been engaged to review any legal, tax or accounting aspects involving Ceapro or the Transaction. However, Bloom Burton has performed research, financial analyses, and testing of assumptions that it considered to be appropriate and necessary in the circumstances to support the conclusions reached in the Opinion. The Opinion is provided to the Independent Committee and the Board of Directors in an impartial and objective fashion to assist the members in discharging their fiduciary responsibilities as directors of the Company. Bloom Burton has received no instructions from the Company or other parties in connection with the conclusions reached in the Opinion.

This Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Canadian Investment Regulatory Organization (“CIRO”), but CIRO has not been involved in the preparation or review of this valuation.

Relationship with Interested Parties

Neither Bloom Burton nor any of its affiliates is an insider, associate, or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Company, AZ, or any of their respective associates or affiliates (the “Interested Parties”).

Bloom Burton does not own any securities of Ceapro or AZ. As an investment dealer, Bloom Burton may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for any of the Interested Parties. Additionally, in the ordinary course of its business, Bloom Burton may have other normal course financial dealings with one or more of the Interested Parties or actively trade shares and other securities of one or more of the Interested Parties for its own account and for its client accounts, and, accordingly, may at any time hold a long or short position in such securities. As an investment dealer, Bloom Burton conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to any of the Interested Parties or the Transaction.

Credentials of Bloom Burton

Bloom Burton is an investment banking firm specializing in the life science and healthcare industries. Founded in 2009 in Toronto, Ontario, Bloom Burton is a member of CIRO and is also a member of the Canadian Investor Protection Fund (“CIPF”). We offer our clients investment banking services including corporate finance and mergers and acquisitions advisory services. Our client types include public and privately held life science or healthcare companies seeking corporate finance or commercialization advice and institutional investors looking to invest in healthcare companies. Bloom Burton is Canada’s most active healthcare-focused investment bank and is unique among its Canadian investment banking peers in that, in addition to our capital markets and corporate finance professionals, Bloom Burton also has a dedicated scientific due diligence team that employs full-time professionals with advanced, graduate level degrees

and expertise in the scientific, medical, regulatory, commercial, and intellectual property, among other aspects, of life science and healthcare companies. The Opinion expressed herein is the opinion of Bloom Burton and its form and content have been reviewed by senior investment banking professionals of Bloom Burton, who did not participate in the preparation of the Opinion, and who are experienced in mergers and acquisitions, divestitures, valuation analysis and fairness opinions.

Scope of Review

In connection with rendering the Opinion, Bloom Burton has reviewed and analyzed and, where we deemed appropriate, has relied upon, among other things, the following:

i. A copy of the Arrangement Agreement and Plan of Arrangement;
ii. Ceapro’s management prepared forecast financial model (the “Management Forecast”);
iii. Ceapro’s public filings as available on SEDAR;
iv. AZ’s management prepared forecast financial model;
v. AZ’s public filings as available on SEDAR and EDGAR;
vi. Ceapro’s and Aeterna’s internally prepared information relating to the Company, their earnings, cash flow, assets, liabilities, business plans and prospects, including certain financial forecasts, analyses and projections relating to the Company prepared by Company management and furnished to us by the Company (the “Internal Information”);
vii. Discussions with management of Ceapro regarding the Transaction and other related topics concerning the business plan of the Company, its financial condition, and its future business prospects, including product launches and agreements;
viii. Recent and historical trading statistics of Ceapro and other comparable public companies considered relevant to the Transaction;
ix. Certain financial metrics of selected precedent transactions for companies considered relevant to the Transaction sourced from third party data providers and company filings;
x. The state of the broader capital markets and selected industry groupings, including healthcare services, behavioral health services and digitally enabled healthcare services, early-stage drug development, and companies developing novel psychedelic therapies;
xi. Ceapro’s and certain other companies’ websites;
xii. Corporate news releases and other public company disclosures;
xiii. Discussion with legal counsel to the Company with respect to various legal matters relating to the Company, the Transaction, and other related matters;
xiv. Discussions with the Independent Committee regarding the Transaction and other matters relating to the Company;
xv. Other information including but not limited to such other financial studies and analyses as we deemed appropriate in rendering the Opinion.

Bloom Burton has not, to the best of its knowledge, been denied access by Ceapro to any information under its control requested by Bloom Burton. Bloom Burton did not meet with the auditors of Ceapro and has assumed the accuracy and fair presentation of, and relied upon, all financial information, projections or other information provided by Ceapro without attempting to independently verify the accuracy or completeness of such information.

Prior Valuations and Offers

Ceapro has represented to Bloom Burton that there have been no prior valuations or no bona fide prior offers, as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , for Ceapro that are otherwise relevant to the Transaction.

Assumptions and Limitations

The Opinion is subject to the assumptions and limitations set forth below.

We have relied upon the completeness, accuracy and fair presentation of all financial information, business plans, agreements and contracts, forecasts and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by Ceapro and any directors, officers, associates, affiliates, consultants, advisors and representatives of the Company or otherwise obtained pursuant to our engagement relating to Ceapro and its associates and affiliates (collectively, the “Information”). Senior officers of Ceapro have represented to Bloom Burton, in a certificate, dated November 1, 2023, that all the Information provided by or on behalf of Ceapro is true and correct in all material aspects and contains no untrue statement of a material fact concerning Ceapro or the Transaction, and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The Opinion is conditional upon such completeness, accuracy, and fair presentation of such Information. Subject to the exercise of our professional judgment, Bloom Burton has not been requested to, or attempted to verify independently the completeness, accuracy, or fair presentation of any of the Information. In addition, we have not assumed any obligation to conduct any physical inspection of any properties, facilities, or other physical assets of Ceapro or to verify the good standing of any intellectual property or other intangible assets of Ceapro. In connection with the Opinion, Bloom Burton has assumed that the Transaction will be consummated pursuant to definitive agreements that will be in accordance with the terms and conditions of, and substantially within the timeframes specified within, the draft agreements and documents provided to Bloom Burton, without any waiver or amendment of any material term or condition thereof, and that any governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect.

With respect to any financial models, forecasts, projections, estimates and/or budgets prepared by Ceapro or AZ and provided to Bloom Burton and used in its analyses, Bloom Burton notes that projecting future results of any company is inherently subject to uncertainty. Bloom Burton has assumed, however, that such financial models, forecasts, projections, estimates and/or budgets were prepared using the assumptions identified therein, which, in the opinion of Ceapro, are (or were at the time and continue to be) reasonable in the circumstances. Bloom Burton expresses no view as to the reasonableness of such financial models, financial analyses, forecasts, projections, estimates and/or budgets or the assumptions on which they were based.

The Opinion is rendered as at the date hereof and on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company, as they are reflected in the Information and as they were represented to Bloom Burton in its discussions with management. In its analyses and in connection with the preparation of the Opinion, Bloom Burton made a number of assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Bloom Burton or Ceapro. It should be understood that subsequent developments may affect the Opinion and that Bloom Burton does not have any obligation to update, revise, or reaffirm the Opinion. Bloom

Burton is expressing no opinion herein as to the price at which the common shares, warrants, or any other securities of the Company, will trade at any future time.

The Opinion is provided for the use of the Independent Committee and the Board or Directors only and may not be disclosed to, referred to, or communicated to, or relied upon by, any third party without the express prior written consent of Bloom Burton. Notwithstanding the foregoing, Bloom Burton has consented to the inclusion of the full text of the Opinion, in its entirety, by the Company in an information circular to be distributed to Ceapro shareholders, or other Ceapro securityholder communications and/or filings with the applicable securities commissions or similar regulatory authorities in Canada or the United States.

Bloom Burton disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Bloom Burton after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, Bloom Burton reserves the right to change, modify or withdraw the Opinion.

Bloom Burton believes that its analyses must be considered as a whole and that selecting portions of the analyses, or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the conclusions of the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or component of the analysis. The Opinion is not to be construed as a recommendation to any shareholder of or prospective investor in Ceapro, to buy or sell securities of the Company. The Opinion should not be used to make any investment decisions.

Summary of Fairness Analysis

The following is a summary of the material analyses performed by Bloom Burton in connection with the Opinion. The below does not constitute a complete description of the financial analyses and techniques performed and considered by us and the order in which the financial analyses and techniques summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. Bloom Burton believes that its analyses and techniques must be considered as a whole and that selecting portions of the analyses, or the factors considered by it, without considering all factors and analyses together, could create a misleading or incomplete view of the processes underlying the conclusions of the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or component of the analysis.

In rendering our Opinion, Bloom Burton performed and considered, among other things, the below summarized financial analyses and techniques.

Trading Statistics

We analyzed current and historical trading data of Ceapro, including volume weighted average prices (“VWAP”) over selected periods, and compared such market-based valuations to the deemed value attributed to Ceapro based on the Exchange Ratio. Bloom Burton also analyzed certain current and historical trading data for AZ shares, including share price and trading volume, over selected periods as additional qualitative and quantitative factors for the purposes of rendering the Opinion.

Discounted Cash Flow Analysis

We performed discounted cash flow (“DCF”) analysis of the Management Forecast to calculate a range of implied equity values for the Common Shares and to compare such estimated valuations to the deemed value attributed to Ceapro based on the Exchange Ratio. DCF analysis, and related cash flow or incomebased methods, are core valuation approaches in the financial markets used to value a company or asset based on the calculated present value of the of the estimated future free cash flows to be generated by a company by discounting the projected future cash flows at a discount rate that is selected to appropriately reflect the risks of receiving such cash flows, the cost of capital, expected return on capital or other applicable factors. In conducting the DCF analysis, Bloom Burton used the Capital Asset Pricing Model and other techniques, along with our professional judgement to estimate an appropriate discount rate (or estimated weighted average cost of capital) for the Company. The Management Forecast was used to calculate the projected expected free cash flows generated by the Company through to the end of calendar year 2026. Based on the above, and the sensitivity testing of certain inputs and assumptions, Bloom Burton calculated an implied range of estimated enterprise values that were then converted to estimated equity values for the Company by applying the current net cash (and equivalents) of Ceapro and the Common Shares outstanding, adjusting for the impact of outstanding dilutive securities using the treasury stock method. This estimated equity value range was then compared to the deemed value of Ceapro as based on the Exchange Ratio.

Market Comparables

While no public company is directly or perfectly comparable to Ceapro, Bloom Burton identified selected public companies (the “Comparable Companies”) that were examined as potentially relevant comparators for the purposes of rendering the Opinion, based on our professional judgement and experience. Among other things, the Comparable Companies were identified based on being globally listed public companies that provide key ingredients and manufacturing inputs to the healthcare and cosmetics industries. We compared selected financial information to assess the implied enterprise valuation of Ceapro relative to the Comparable Companies. Bloom Burton analyzed certain financial information pertaining to the Comparable Companies and exercised our professional judgement in making qualitative assessments based on individual traits and characteristics of each of the Comparable Companies to arrive at an estimated range of implied equity values for Ceapro based on the Comparable Companies, and based on the current net cash (and equivalents) of Ceapro and the Common Shares outstanding, adjusting for the impact of outstanding dilutive securities using the treasury stock method. This estimated equity value range was then compared to the deemed value of Ceapro based on the Exchange Ratio. While this information was reviewed as part of the analysis, it was ultimately determined that none of the Comparable Companies was sufficiently similar or comparable to Ceapro based on differences in size, liquidity, capital structure, financial and customer diversification and scale to allow for instructive comparisons in estimating comparable valuations and rendering the Opinion.

Based on the significant contribution of the combined cash holdings to the expected pro forma valuation of the Resulting Issuer, Bloom Burton also analyzed certain precedent financing transactions deemed potentially comparable to the Transaction based on various attributes, including, but not limited to company size, market capitalization, offering size, effective dilution, offering discounts, and transaction costs. These metrics, among other qualitative factors, were then compared to the relative ownership of Ceapro shareholders, post-Transaction, as additional qualitative and quantitative factors considered for the purposes of rendering the Opinion.

Fairness Conclusion

Based upon and subject to the foregoing, including other matters as Bloom Burton deemed relevant, Bloom Burton is of the opinion that, as of the date hereof, the Exchange Ratio is fair, from a financial point of view to the securityholders of Ceapro.

Very truly yours,

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BLOOM BURTON SECURITIES INC.

D-1

APPENDIX D

INTERIM ORDER

See next page.

COURT FILE NUMBER COURT JUDICIAL CENTRE

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CLERK'S STAMP
Jan 19, 2024
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2403-01150

COURT OF KING'S BENCH OF ALBERTA

EDMONTON

IN THE MATTER OF SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT , RSC 1985, c C-44, AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CEAPRO INC., AETERNA ZENTARIS INC. AND THE SECURITYHOLDERS OF CEAPRO INC.

CEAPRO INC.

APPLICANT CEAPRO INC. RESPONDENT NOT APPLICABLE DOCUMENT INTERIM ORDER

NOT APPLICABLE

ADDRESS FOR SERVICE AND CONTACT INFORMATION OF PARTY FILING THIS DOCUMENT

BLAKE, CASSELS & GRAYDON LLP Barristers and Solicitors 3500 Bankers Hall East 855 – 2[nd] Street SW Calgary, Alberta T2P 4J8

Attention: Kelly J. Bourassa / Jessica MacKinnon Telephone No.: 403-260-9697 / 403-260-9657 Email: [email protected] / [email protected] Fax No.: 403-260-9700

File: 30588/1

DATE ON WHICH ORDER WAS PRONOUNCED: NAME OF JUDGE WHO MADE THIS ORDER: LOCATION OF HEARING:

January 18, 2024 Honourable Justice J.J. Gill Edmonton, Alberta (Virtually via Webex)

UPON the originating application (the " Application ") of Ceapro Inc. (the " Applicant " or " Ceapro ") for an order (the " Interim Order ") pursuant to Section 192 of the Canada Business Corporations Act, RSC 1985, c C-44, as amended (the " CBCA ") in connection with a proposed arrangement under Section 192 of the CBCA involving the Applicant (the " Arrangement ");

AND UPON reading the Application, the affidavit of Ronald W. Miller, Chair of the Special Committee of the Board of Directors of the Applicant affirmed January 11, 2024 (the " Interim Order Affidavit "), the secretarial affidavit of Olivia Valks affirmed January 11, 2024 and the documents referred to therein, the secretarial affidavit #2 of Olivia Valks affirmed January 17, 2024 and the documents referred to therein and the affidavit of service of Kylee Norris-Brown affirmed January 16, 2024;

AND UPON hearing submissions from counsel for the Applicant and counsel to the proposed acquiror, Aeterna Zentaris Inc. (" AZ ");

AND UPON being satisfied that the Applicant has complied with the statutory requirements of the CBCA, including being advised that notice of this Application has been given to the Director (the " Director ") appointed under Section 260 of the CBCA and the Director does not need to appear or be heard at this Application.

IT IS HEREBY ORDERED AND DECLARED THAT:

Definitions

All capitalized terms used and not specifically defined in this Interim Order shall have the meanings ascribed to them in the notice of special meeting of shareholders and management information circular of the Applicant (the " Information Circular "), a draft copy of which is attached as Exhibit " A " to the Interim Order Affidavit.

Service

Service of notice of this Application and supporting materials is hereby declared good and sufficient, the time for service of the Application for this Interim Order is hereby abridged to that actually given and this Application is properly returnable today.

General

The Applicant shall, in the manner set forth below, be permitted to seek approval of the Arrangement by the Securityholders (defined below).
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The Meeting

Calling and Conduct

The Applicant shall call, hold and conduct a special meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (" Shares ") in the capital of the Applicant and the holders of options (the " Optionholders ", and together with the Shareholders, the " Securityholders ") to purchase Shares (" Options ") of the Applicant at 9:00 a.m. (MST) on February 27, 2024.
Notwithstanding anything contained in the articles, bylaws or organizational or constating documents of the Applicant or in the CBCA, the Applicant shall be authorized to (a) hold the Meeting by means of a virtual-only format conducted by live audio webcast that permits all participants to attend and participate at the Meeting; and (b) change the date, time, location or method of holding the Meeting (including by holding a physical, telephonic or hybrid Meeting) through the issuance of a press release containing the updated details of the date, time, manner and place of the Meeting.
At the Meeting, the Securityholders will consider, vote on, and if deemed advisable, pass a special resolution to authorize, approve and adopt, with or without variation, the Arrangement (including the Plan of Arrangement), substantially in the form set forth in Appendix A to the Information Circular (the " Arrangement Resolution ") and such other business as may properly be brought before the Meeting, or any adjournment or postponement thereof, all as more particularly described in the Information Circular.
The chair of the Meeting (the " Meeting Chair ") shall be determined by the Applicant and, subject to this Interim Order or any further order of the Court, shall decide all matters relating to the conduct of the Meeting.
The secretary of the Meeting (the " Meeting Secretary ") shall be determined by the Applicant and shall be entitled to retain others to assist in the performance of its duties. The Meeting Secretary shall be responsible for maintaining, or causing to be maintained, the records and proceedings of the Meeting.
A quorum at the Meeting shall be present at the Meeting if at least two persons who, together, hold not less than 5% of the votes attaching to the outstanding Shares entitled to vote at the Meeting are present or represented by proxy.
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The record date for Securityholders entitled to receive notice of and vote at the Meeting shall be the close of business (MST) on January 12, 2024 (the " Record Date ").
If a quorum is not present at the time fixed for the Meeting, the Meeting shall stand adjourned to the next Business Day at the same time. No notice of the adjourned meeting shall be required and, if at such adjourned Meeting a quorum is not present, the Securityholders present and entitled to vote at such adjourned Meeting virtually or represented by proxy shall constitute quorum for all purposes.
In addition to adjournments of the Meeting pursuant to paragraph 11 hereof, the Meeting Chair is authorized to adjourn or postpone the Meeting, on one or more occasions (whether or not a quorum is present), and for such period or periods of time as the Meeting Chair deems advisable, without the necessity of first convening such Meeting or first obtaining any vote of the applicable Securityholders in respect of the adjournment or postponement. Notice of such adjournment or postponement to Securityholders may be given by such method as the Applicant determines is appropriate in the circumstances. This provision shall not limit the authority of the Meeting Chair in respect of any adjournment or postponement of the Meeting. If the Meeting is adjourned or postponed in accordance with this Interim Order, all references to the Meeting in this Interim Order shall be deemed to be such Meeting as adjourned or postposed as the context allows.
Any adjournment or postponement of the Meeting shall not have the effect of modifying the Record Date for Securityholders entitled to receive notice of or vote at such Meeting. At any subsequent reconvening of an adjourned or postponed Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the originally convened Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent reconvening of such adjourned or postponed Meeting.
The Meeting shall be called, held and conducted in accordance with the applicable provisions of the CBCA, the articles and by-laws of Ceapro in effect at the time of the Meeting, the terms of the Information Circular, the rulings and directions of the Meeting Chair and this Interim Order, or any further Order of this Court.
The following persons are entitled to attend and speak at the Meeting:
(a) Securityholders, as at the close of business on the Record Date, their duly-appointed proxy holders and their authorized representatives and advisors;
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(b) AZ, and its authorized representatives and advisors;
(c) the officers, directors, auditors, representatives and advisors, including legal counsel and financial advisors, of Ceapro;
(d) the Director; and
(e) such other person(s) who may be permitted to attend by the Meeting Chair.
Other than the persons set out at paragraph 15 above, no person shall be entitled to attend or speak at the Meeting.

Voting

The Securityholders entitled to vote at the Meeting will be entitled to vote on the basis of one vote per Share held and one vote per Option held as at the Record Date, with no fractional votes permitted.
Only Securityholders whose names have been entered on the register of Securityholders as at the close of business on the Record Date will be entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. With respect to Shareholders who acquire Shares after the Record Date, such Persons will not be entitled to vote at the Meeting or any adjournment or postponement thereof unless, after the Record Date, (i) the transferee of such Shares produces properly endorsed Share certificates evidencing such Shares or otherwise establishing that it owns such Shares, and (ii) the transferee requests, at least 10 days before the Meeting, that it be included in the list of Shareholders entitled to vote.
The number of votes required to pass the Arrangement Resolution shall be (i) at least twoSecurityholders present virtually or represented by duly-appointed proxy at the Meeting, voting together as a single voting class at the Meeting, in each case, in accordance with the procedures set out in the Information Circular;
The accidental omission to give notice of the Meeting or the non-receipt of such notice shall not invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission shall come to the attention of the Applicant, it shall use commercially reasonable efforts to rectify it by the method and in the time most reasonably practical in the circumstances.
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Dissent Rights

Each Shareholder is entitled to dissent (the " Dissent Rights ", and each Shareholder that validly exercises its respective Dissent Right, a " Dissenting Shareholder ") with respect to the Arrangement in accordance with the terms of Article 3 of the Plan of Arrangement.
Where a Dissenting Shareholder exercises its Dissent Rights, written objection to the Arrangement referred to in Subsection 190(5) of the CBCA must be received by Ceapro at 7824 51 Ave NW, Edmonton, Alberta T6E 6W2 Attention: Stacy Prefontaine, CFO not later than 9:00 a.m. (MST) on February 23, 2024, or, if the Meeting is adjourned, or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Edmonton, Alberta) before the date on which the Meeting is reconvened or held.
In addition to any other restrictions in Section 190 of the CBCA, any Shareholder who has voted in favour of the Arrangement Resolution shall not be entitled to dissent with respect to such Shareholder's Shares. A Dissenting Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Shares.
At the Effective Time, a Dissenting Shareholder shall cease to have any rights as a holder of Shares and shall only be entitled to be paid by Ceapro the fair value of the Dissenting Shareholder's Shares (the " Dissenting Amount "), less applicable withholdings. In no event shall Ceapro or AZ be required to recognize any Dissenting Shareholder as a Shareholder after the Effective Time.
Shares held by a Dissenting Shareholder who is entitled to be paid the Dissenting Amount by Ceapro shall, pursuant to the Plan of Arrangement, be deemed to be assigned and transferred by the Dissenting Shareholder to AZ in consideration for a debt claim against Ceapro for the Dissenting Amount, without any further act or formality notwithstanding the provisions of Section 190 of the CBCA.
The Dissenting Amount in respect of each Dissenting Shareholder shall be determined as of the close of business on the last Business Day before the day on which the Arrangement Resolution is adopted.
A Dissenting Shareholder who, for any reason, is not ultimately entitled to be paid the Dissenting Amount shall be deemed to have participated in the Arrangement on the same basis as a non-Dissenting Shareholder notwithstanding the provisions of Section 190 of the CBCA.
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Solicitation and Revocation of Proxies

Ceapro is authorized to use the form of proxy (" Proxy ") enclosed with the Information Circular, subject to its ability to insert dates and other relevant information in the final form. Ceapro is authorized, at its expense, to solicit proxies from Securityholders directly and through its officers, directors and employees, and through such agents or representatives as it may retain for that purpose, in each case, by mail or such other forms of personal and electronic communications as it may determine appropriate in its sole discretion.
To be valid, a Proxy must be duly completed and deposited with Broadridge Investor Communications Corporation (" Broadridge ") in the manner described in the Information Circular by no later than 9:00 a.m. (MST) on February 23, 2024, or in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before such adjourned or postponed Meeting (the " Proxy Deadline "). Proxies that are properly signed and dated but which do not contain voting instructions shall be deemed to have voted in favour of the Arrangement Resolution. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Notwithstanding the foregoing, the Meeting Chair or Ceapro may waive strict compliance with the requirements as to the manner of completion and time of delivery of a proxy, if the Applicant deems it advisable to do so.
Any Securityholder that has given a Proxy is entitled to revoke such Proxy: (a) by completing and executing another Proxy bearing a later date and depositing such Proxy with Broadridge before the Proxy Deadline; or (b) by depositing an instrument in writing, expressly revoking such Proxy, executed by such person or by an attorney authorized in writing, or, if such person is a corporation, by a duly authorized officer or properly appointed attorney thereof in the manner described in the Information Circular with Broadridge prior to the Proxy Deadline, addressed to the Meeting Chair, prior to the commencement of the Meeting (or any adjournment or postponement thereof); or (c) as permitted by Applicable Law.
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Scrutineers

Subject to its agreement, the scrutineer for the Meeting shall be Broadridge (acting through its representatives). The duties of the scrutineer shall be, among other things, to monitor and report on attendance and to monitor and report on all ballots and motions taken at the Meeting. The duties of the scrutineer will extend to:
(a) invigilating and reporting to the Meeting Chair on the deposit and validity of proxies;
(b) reporting to the Meeting Chair on the quorum of the Meeting;
(c) reporting to the Meeting Chair on any polls taken or ballots cast at the Meeting; and
(d) providing to Ceapro, the Meeting Chair and the Meeting Secretary written reports on matters related to their duties.

Approving the Arrangement

The passing of the Arrangement Resolution shall be sufficient to authorize the Applicant to do all such acts and things as may be necessary or desirable to give effect to the Arrangement on a basis consistent with what is described in the Information Circular and the Arrangement, as each may be amended, revised and/or supplemented pursuant to the terms of this Interim Order or further Order of this Court, without the necessity of further approvals whatsoever, subject to the granting of the Final Order (defined below) by this Court.

Amendments to the Arrangement

Any amendment, modification, supplement or restatement to the Arrangement may be:
(a) made at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by AZ and the Applicant, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to Securityholders if and as required by the Court or Applicable Law;
(b) proposed by the Applicant at any time prior to or at the Meeting provided that AZ has consented thereto in writing with or without any other prior notice or communication, and, if so proposed and accepted at such Meeting, shall become part of the Arrangement for all purposes;
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(c) made after the Meeting but before the date of the hearing for the Final Order if it is: (i) consented to in writing by each of the Applicant and AZ, (ii) approved by this Court at the hearing for the Final Order, and (iii) consented to by the Aeterna Zentaris Shareholders voting in the manner as directed by this Court; and
(d) made following the date of the hearing for the Final Order if it: (i) is set out in writing; (ii) concerns a matter which, in the reasonable opinion of the Applicant and AZ, is of an administrative nature required to better give effect to the implementation of the Arrangement and (iii) is not adverse to the economic interests of any former Securityholder.

Amendments to Meeting Materials

The Applicant is authorized to make such amendments, revisions or supplements (" Additional Information ") as the Applicant may determine necessary or desirable to the Information Circular, Proxy, Notice of Originating Application, Letter of Transmittal, or any other documents used in connection with any of the foregoing.
The Applicant may disclose such Additional Information, including material changes, by the method and in the time most reasonably practicable in the circumstances as determined by Ceapro; provided that, in addition to any other disclosure made by Ceapro, Ceapro shall communicate such Additional Information to the Securityholders by press release and/or notice sent to Securityholders of record at the addresses for such holders as they appear in the records of Ceapro as at the Record Date.
Without limiting the generality of paragraph 35 above, if any material change or material fact arises between the date of this Interim Order and the date of the Meeting, which change or fact, if known prior to mailing of the Information Circular, would have been disclosed in the Information Circular, then the Applicant shall advise the Securityholders of the material change or material fact by: (a) disseminating a news release through a widely-circulated news service in North America; and (b) such other methods customarily used by the Applicant (collectively, a " News Release "); and provided that the News Release describes the applicable material change or material fact in reasonable detail, the Applicant shall not be required to deliver an amendment to the Information Circular to the Securityholders or otherwise give notice to the Securityholders of the material change or material fact other than dissemination and filing of the News Release as aforesaid.
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Notices of Meeting

Notwithstanding anything contained in the articles, bylaws or organizational or constating documents of Ceapro, to effect notice of the Meeting, the Information Circular substantially in the form attached as Exhibit "A" to the Interim Order Affidavit with such amendments thereto as Ceapro may determine necessary or desirable (provided such amendments are not inconsistent with the terms of this Interim Order) and including the Notice of Meeting, Proxy, the Notice of Originating Application and this Interim Order, and any other communications or documents determined by Ceapro to be necessary or advisable, including the Letter of Transmittal (collectively, the " Meeting Materials "), shall be sent to (i) Securityholders as of the Record Date; (ii) the directors and auditor of the Applicant; and (iii) the Director, by one or more of the following methods:
(a) in the case of Securityholders, by pre-paid first class or ordinary mail, by courier, by e-mail or other electronic means, or by delivery in person, addressed to each such Securityholder at his, her or its address, as shown on the books and records of Ceapro as of the Record Date, at least 21 days and not more than 60 days prior to the Meeting; and
(b) in the case of the directors and auditors of the Applicant, or the Director, by e-mail or other electronic means, pre-paid first class or ordinary mail, by courier or by delivery in person, addressed to the individual directors or firm of auditors, at least 21 days prior to the Meeting.
The accidental omission to give notice of the Meeting, or the non-receipt of such notice by one or more of the aforesaid persons, shall not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting.
In the event of a postal strike, lockout or event that prevents, delays, or otherwise interrupts mailing or delivery of the Meeting Materials in accordance with the terms hereof, the issuance of a News Release containing details of the date, time and place of the Meeting, steps that may be taken by Securityholders to deliver or transmit proxies by delivery, internet voting or telephone and that the Information Circular will be provided by electronic mail or by courier upon request made by a Securityholder, will be deemed good and sufficient service upon the Securityholders of the Information Circular and shall be deemed to satisfy the requirements of Section 135 of the CBCA.
Delivery of the Meeting Materials in the manner directed by this Interim Order shall be deemed
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to be good and sufficient service upon the Securityholders, directors and auditors of the Applicant, and the Director for the purposes of Section 192 of the CBCA, and the Applicant shall not be required to send to the Securityholders any other or additional statement pursuant to Section 192 of the CBCA.

The mailing of the Meeting Materials in accordance with the provisions of this Interim Order shall constitute good and sufficient service in respect of the Application and the Meeting and no other form of service need be made and no other material need be served on any other person in respect of these proceedings and the Meeting and service of this Application and the Interim Order Affidavit is dispensed with, except for service thereof on the parties present at the hearing of the Application and the Director.
The Meeting Materials shall be deemed, for the purposes of this Interim Order, to have been received by the Securityholders:
(a) in the case of mailing to Securityholders, when deposited in a post office or public letter box; and
(b) in the case of delivery by courier or in person to Securityholders, upon personal delivery to the applicable Securityholder's address as it appears on the applicable securities register of Ceapro as at the Record Date.

Final Application

Subject to further order of this Court, and provided that the Securityholders have approved the Arrangement in the manner directed by this Court, and the directors of the Applicant have not revoked their approval, the Applicant may proceed with an application, on such notice as is practicable, for a final order of the Court approving the Arrangement (the " Final Order ") on March 4, 2024 at 2:00 p.m. (MST) or as soon thereafter as counsel may be heard. Subject to the Final Order and to the issuance of the certificate of arrangement, the Applicant, all Securityholders and all other persons affected will be bound by the Arrangement in accordance with its terms.
Any materials to be filed by the Applicant in support of its application for the Final Order may be sent for filing with the Court up to one day prior to the hearing of the application without further order of this Court. The distribution of the Notice of Originating Application and the Interim Order in the Information Circular, when sent in accordance with this Interim Order, shall constitute good and sufficient service of the Notice of Originating Application and this Interim
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Order and no other form of service need be effected and no other material need be served unless a Notice of Intention to Appear (defined below) is served in accordance with paragraph 45 below.

Any of the Securityholders or any other interested party (each an " Interested Party ") desiring to appear and make submissions at the application for the Final Order (other than AZ) is required to file with this Court and serve upon the Applicant, on or before 4:00 p.m. (MST) on February 27, 2024, a notice of intention to appear (" Notice of Intention to Appear ") including the Interested Party's address for service (or alternatively, a facsimile number for service by facsimile or an e-mail address for service by electronic mail), indicating whether such Interested Party intends to support or oppose the application for the Final Order or make submissions at the application, together with a summary of the position such Interested Party intends to advocate before the Court, and any evidence or materials which are to be presented to the Court. Service of this notice on the Applicant shall be effected by service upon the solicitors for the Applicant: Blake, Cassels & Graydon LLP, 3500 Bankers Hall East, 855 – 2nd Street SW, Calgary, Alberta T2P 4J8, Attention: Kelly J. Bourassa / Howard Levine.
Subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:
(a) the Applicant;
(b) AZ;
(c) the Director;
(d) any person who has filed a Notice of Intention to Appear herein in accordance with this Interim Order; and
(e) the respective legal counsel for any of the foregoing persons.
In the event that the application for the Final Order is adjourned, only those parties appearing before this Court for the Final Order, and those Interested Parties having served a Notice of Intention to Appear in accordance with paragraph 45 of this Interim Order, shall have notice of the adjourned date.
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Application to Vary Interim Order

The Applicant is entitled at any time to seek leave to vary this Interim Order upon such terms and the giving of such notice as this Court may direct.

General

To the extent of any inconsistency or discrepancy between this Interim Order and the CBCA, or the terms of any instrument creating or governing the Shares, or the articles or by-laws or other constating documents of the Applicant, the terms of this Interim Order shall govern.
This Interim Order shall have full force and effect in all other Provinces and Territories of Canada and shall be enforced in the courts of each of the Provinces and Territories of Canada in the same manner in all respects as if this Interim Order had been made by the court enforcing it.
This Court hereby requests the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States, to give effect to this Interim Order and to assist the Applicant and its agents in carrying out the terms of this Interim Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Applicant as may be necessary or desirable to give effect to this Interim Order or to assist the Applicant and its agents in carrying out the terms of this Interim Order.
Service or distribution in accordance with the Interim Order shall be deemed to be in satisfaction of a legal or judicial obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg SOR 2013-221.

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J.C.K.B.A

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APPENDIX E

SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

Right to dissent

Section 190

(1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;
(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;
(c) amalgamate otherwise than under section 184;
(d) be continued under section 188;
(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or
(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

If one class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Payment for shares

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

No partial dissent

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

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Notice of resolution

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

Demand for payment

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares.

Share certificate

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Forfeiture

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

Endorsing certificate

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder’s rights are reinstated as of the date the notice was sent.

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Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Same terms

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

Payment

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Corporation may apply to court

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

Shareholder application to court

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

Venue

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

No security for costs

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

Parties

(19) On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

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(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

Powers of court

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Appraisers

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

Interest

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Notice that subsection (26) applies

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Effect where subsection (26) applies

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

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APPENDIX F

INFORMATION CONCERNING CEAPRO

The following information, including information contained in documents incorporated by reference herein, contains forward-looking information about Ceapro, including information following completion of the Arrangement. See “Cautionary Statement Regarding Forward-Looking Information” in this Circular in respect of forward-looking information that is included in this Appendix and in the documents incorporated by reference herein.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms under the heading “Glossary of Terms” of this Circular. The information contained in this Appendix, unless otherwise indicated, is given as of the date of this Circular and should be read in conjunction with the information about Ceapro contained elsewhere or incorporated by reference in this Circular.

Upon completion of the Arrangement, each Shareholder will become a shareholder of Aeterna Zentaris, other than those Shareholders who are Dissenting Shareholders.

Documents Incorporated by Reference

The following documents, filed by Ceapro with the securities commissions or similar regulatory authorities in the provinces of Alberta and British Columbia, are specifically incorporated by reference in, and form an integral part of, this Circular (collectively, the “ Ceapro Documents ”):

the annual report of Ceapro dated April 19, 2023 for the financial year ended December 31, 2022 (the “ Ceapro Annual Report ”);
the audited consolidated financial statements of Ceapro for the years ended December 31, 2022 and 2021 and the notes thereto together with the independent auditor’s report thereon;
the management’s discussion and analysis of Ceapro for the years ended December 31, 2022 and 2021;
the unaudited condensed interim consolidated financial statements of Ceapro for the three- and ninemonth periods ended September 30, 2023 and 2022 and the notes thereto;
the management’s discussion and analysis of Ceapro for the three- and nine-month period ended September 30, 2023; and
the management information circular of Ceapro dated April 19, 2023 in connection with the annual general and special meeting of shareholders of Ceapro held on June 6, 2023 (the “ Ceapro Management Information Circular ”).

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Circular, to the extent that a statement contained herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, in its unmodified or non-superseded form, to constitute a part of this Circular.

Copies of the documents incorporated by reference herein may be obtained on request without charge from the corporate secretary of Ceapro, at 7824 – 51 Avenue NW Edmonton, Alberta, Canada T6E 6W2, and are also available electronically under Ceapro’s profile on SEDAR+ at www.sedarplus.ca.

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References to Ceapro’s website in any documents that are incorporated by reference into this Circular do not incorporate by reference the information on such website, and Ceapro disclaims any such incorporation by reference.

Ceapro Overview

Business Overview

Ceapro is a Canadian biopharmaceutical company involved in the development and commercialization of “active ingredients” derived from oats and other renewable plant resources for healthcare and cosmetic industries. Ceapro’s primary business activities relate to the development and commercialization of natural products for the personal care, cosmetic, human and animal health industries using proprietary technology, natural, renewable resources and developing innovative products, technologies and delivery systems.

Ceapro’s products include:

a commercial line of natural active ingredients, including oat beta glucan, avenanthramides (colloidal oat extract), oat powder, oat oil, oat peptides and lupin peptides, which are marketed to the personal care, cosmetic, medical and animal health industries through Ceapro’s distribution partners and direct sales;
a commercial line of natural anti-aging skincare products, utilizing active ingredients including oat beta glucan and avenanthramides, which are marketed to the cosmeceuticals market through Ceapro’s whollyowned subsidiary, Juvente DC Inc.; and
veterinary therapeutic products, including an oat shampoo, an ear cleanser and a dermal complex/conditioner, which are manufactured and marketed to veterinarians in Japan and Asia.

Other products and technologies are currently in the research and development or pre-commercial stage. These include:

a potential platform using Ceapro’s beta glucan formulations to deliver compounds used for treatments in both the personal and healthcare sectors;
a variety of novel enabling technologies including Pressurized Gas eXpanded drying technology which is currently being tested on oat and yeast beta glucan but may have application for multiple classes of compounds; and
the development of new technologies to increase the content of avenanthramides to high levels to enable new innovative products to be introduced to new markets including functional foods, nutraceuticals and botanical drugs. High levels of avenanthramides enable the production of powder formulation for the potential commercialization of products such as enriched oat flour as a functional food and the production of pills and/or tablets as a potential botanical drug.

Ceapro has one reportable operating segment and revenue stream, being the operations relating to the active ingredient product technology industry.

The active ingredient product technology industry involves the development of proprietary extraction technologies and the application of these technologies to the production and development and commercialization of active ingredients derived from oats and other renewable plant resources for the healthcare and cosmetic industries. Active ingredients produced include oat beta glucan and avenanthramides. These and similar manufactured products are sold primarily through distribution networks.

Ceapro continues to grow its customer base and presence in the personal care market and to explore and validate new product applications for its established value drivers, avenanthramides and oat beta glucan, as well as for new products such as alginate and beta glucan from yeast to penetrate into the nutraceutical and pharmaceutical markets. Ceapro’s primary marketing strategy is to sell principally through a distribution network instead of selling directly to end-users and as a result sales and marketing expenses are negligible.

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To fund its operations, Ceapro relies upon revenues primarily generated from the sale of active ingredients, the proceeds of public and private offerings of equity securities and debentures, government grants and loans, and other investment offerings.

Over the last decade, Ceapro’s development projects have focused on its expertise in oats and developing new innovative natural health care products to address global needs. Oats have a host of well-documented health care benefits. However, in order to exploit these opportunities, numerous challenges must be overcome, including securing adequate and quality feedstock, developing proper formulations, achieving manufacturing scale-up, and completing scientific testing. Ceapro’s dedicated team is constantly focused on overcoming these challenges to stay profitable and ahead of competitors by successfully fine-tuning and implementing proprietary enabling technologies.

Beta glucan extracted from yeast is a new product being developed by Ceapro’s team using one of these enabling technologies called “Pressurized Gas eXpanded Technology” (“ PGX ”). The objective is to develop this product as an immune modulator and potentially as an inhalable therapeutic. Additionally, Ceapro’s team is working on the development of novel drug delivery systems focusing specifically on alginates (ALG) and yeast beta glucan (YBG), generating composites and cross-linked polymers with tuneable properties, which can form strips, pads, masks or fastdissolving orodispersible films. Over 100 runs have been performed with PGX YBG-ALG on the PGX demo scale and these new chemical complexes appear to be currently the most promising commercial application from a cost evaluation and market potential perspective. From a commercialisation perspective, it is planned to be positioned as an immune-boosting nutraceutical. Positive results have been obtained with YBG and/or ALG formulations impregnated with CoQ10 showing superior bioavailability data than commercially available CoQ10 products.

In summary, Ceapro develops both technologies and products coming from the use of these technologies. Ceapro’s portfolio and pipeline is as follows:

Oat beta glucan: Marketed to serve the cosmetic sector.
Avenanthramides: Marketed to serve the cosmetic sector as a liquid formulation. Potential to sell as functional food under a powder formulation to be added to superfine oat flour to form an enriched oat flour. Lab scale has been completed for drying and purification of avenanthramides and commercial scale project is expected to be completed in H2, 2024 upon receipt of remaining equipment. Expected cost to finalize this in-house project is approximately $0.5 million.
Clinical Research: Phase 1-2a as a potential anti-inflammatory product. Study being conducted by Montreal Heart Institute. Clinical trial is expected to have included 96 subjects/patients (72 healthy volunteers in Phase and 24 patients in Phase 2a) upon completion. Enrollment for Phase 1 started midDecember 2023. Phase 2a to follow in H2, 2024 and is expected to be completed by the end of Q1 2025. Ceapro is the sponsor. Expected remaining cost for this project is between $3 million to $3.5 million.
Chemical complexes/Delivery systems:
- Pre-clinical Research: Yeast beta glucan: planned to be developed as an immune booster and as a potential inhalotherapeutic for lung fibrotic diseases. Product specifications completed. Toxicology study is expected to be conducted in first half of 2024 before getting to human trial.
- Pre-clinical Research: Yeast beta glucan/CoQ10: planned to be developed as an immune/energy booster.
Technology:
PGX Technology: Demo scale: 10 liters vessel: completed. Pilot scale: 50 liters vessel: expected to be completed and commissioned during Q1 2024, subject to timely delivery of key remaining components. 100 liters: expected to be completed by end of Q3 2024 along with Austrian based Natex GmbH. Expected cost to complete both pilot scale projects is between $2.5 million to $3 million.

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Yeast beta glucan to be used during the PGX pilot testing phases. Output from such capacity to be considered as small-scale commercialization batches with a potential for commercialization of yeast beta glucan as an immune booster starting in Q1 2025.

Please refer to the Ceapro Annual Report, which is incorporated by reference herein, for additional information on Ceapro’s development projects.

Production

Ceapro’s dedicated production team successfully responded to the growing market demand for the cosmeceutical base business by producing over 300 metric tons of active ingredients in 2022. As part of its ordinary course operations, Ceapro successfully passed audits conducted by three major customers at its Edmonton facility and received renewal of its site licence from the Health Canada Natural Product Directorate for a period of two years, which enables Ceapro to manufacture, package, label, release and distribute final products.

Specialized Skill and Knowledge

Ceapro has a broad range of expertise in natural product chemistry, microbiology, biochemistry, immunology and process engineering. These skills merge in the fields of active ingredients, biopharmaceuticals and drug-delivery solutions. Ceapro relies on its employee base whose skills and knowledge are critical to maintaining its success and always strives to identify and retain key employees in order to be competitive with compensation and working conditions.

Ceapro has entered into limited life licence agreements for exclusive rights to new technologies. As part of the licence agreements, Ceapro works to develop and scale up the new technologies with the goal of commercializing the technologies or products derived from such technologies. The development of these new technologies is a costly, complex and time-consuming process, and the investment in this development often involves a prolonged time period until a return is achieved on the investment. Ceapro’s ability to successfully develop and scale-up new technologies within the expiry periods of the licence agreements is dependent on a number of key factors such as hiring and retaining employees who have specialized knowledge and expertise pertaining to the development of the technologies, being able to access third party specialists, being able to source key equipment or supplies in a timely manner, and delays in research and development programs related to products derived from the technologies. Commercial success depends on many factors including the degree of innovation of the products developed, access to funding for scale-up opportunities, uncertainties inherent in the regulatory approval processes, delays in manufacturing or marketing arrangements, and sufficient support from strategic partners if applicable.

Competitive Conditions

Ceapro’s competitive success depends, in part, on its ability to obtain and maintain patents and trademarks and to secure and protect trade secrets, proprietary technology and manufacturing processes, and other intellectual property rights either developed internally or acquired, and to operate without infringing on the proprietary rights of others or have others infringe on its rights. Although Ceapro expends resources and efforts to patent its discoveries and innovations, there can be no assurance that patent applications will result in the issuance of patents, or that any patents issued to Ceapro will provide it with adequate protection or any competitive advantages, or that such patents will not be successfully challenged by third parties. As an intellectual property strategy, Ceapro intends to prepare and file “application patents” from the use of its products. However, Ceapro cannot be assured competitors will not independently develop products similar to Ceapro’s products designed to circumvent exclusive rights granted to Ceapro.

New Products

Ceapro’s strategic path is to continue to grow its customer base and presence in the personal care market, and to explore and validate new product applications for its established value drivers, avenanthramides and oat beta glucan, as well as for new products like alginate and beta glucan from yeast to penetrate into the nutraceutical and pharmaceutical markets.

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Raw Materials

Ceapro is involved in the development of proprietary extraction technology and the application of this technology to the production of extracts and “active ingredients” from oats and other renewable plant resources. Ceapro adds further value to its extracts by supporting their use in cosmeceutical, nutraceutical and therapeutics products for humans and animals. Ceapro has historically been able to source the direct raw materials required for the specific formulation of its products, including grain and grain-derived materials, at varying prices which allowed it to produce finished goods. The raw materials that Ceapro purchases in the ordinary course may be subject to variation due to the season’s output in grain quality.

Intangible Properties

During the year ended December 31, 2014, and as amended on February 2, 2015, Ceapro entered into a licence agreement with the University of Alberta (the “ PGX Agreement ”) for the rights to an enabling PGX that would allow the development, production, and commercialization of powder formulations that could be used as active ingredients for all industrial applications. PGX is a patented platform technology that simultaneously purifies, micronizes, dries, and combines aqueous solutions of biopolymers into fine structured open porous materials with unique morphologies using carbon dioxide (CO2) and ethanol at mild temperatures. The technology can overcome some of the challenges associated with the drying of high molecular weight biopolymers using conventional technologies. The moderate PGX processing conditions minimizes any potential degradation. The PGX drying process can also reduce the required carbon footprint, increase product shelf-life and lead to novel high value products including functional foods, nutraceuticals, cosmeceuticals and pharmaceuticals. The resulting matrix also has increased surface area that can be loaded with actives using an impregnation technology that was perfected by Ceapro and this becomes a unique enabling technology that can be used to produce innovative delivery systems. The PGX Agreement expires after a term of 20 years or after the expiration of the last patent obtained, whichever event shall occur first.

During the year ended December 31, 2012, Ceapro entered into a licence agreement with the Canadian Government for a new technology to increase the concentration of avenanthramides in oats (the “ Avenanthramides Agreement ”). This unique technology represents a way to manage the risks related the availability and quality of raw material used in production and provides for the ability to produce higher concentrations of avenanthramides which should enable the production of larger quantities of product allowing Ceapro to grow its cosmeceutical sector while also allowing for the development of pharmaceutical-grade powder formulations as part of its transition to nutraceuticals and pharmaceuticals. The Avenanthradmides Agreement remains in force until the last patent has expired, which will be in March 2030, or until the patents have been abandoned.

Cycles

Demand for Ceapro’s products varies from year to year and there is no seasonality or cyclical trend that can be specifically derived from the last decade.

Economic Dependence

Ceapro derives over 90% of its sales and related accounts receivable from one distribution partner, Symrise AG, a global supplier of fragrances, flavors, food nutrition, and cosmetic ingredients, and Ceapro is continually seeking to expand its customer base. Ceapro’s future success in its base business cosmeceuticals market is dependent upon the continued demand by this distributor and their underlying customers, and the expansion of Ceapro’s customer base. Any decline in or loss of demand from this distributor or their underlying customers may have a negative impact on Ceapro’s revenues and an adverse impact on its business, financial condition, and results of operations, as was the case in 2023. On August 25, 2023, Ceapro announced the signing of an amendment to its exclusive long-term supply and distribution agreement with Symrise AG. Pursuant to the amendment, Ceapro has extended the term of the agreement for two years to December 31, 2026.

Ceapro’s business growth depends on its ability to access global markets through distribution partnerships. Ceapro’s marketing strategy emphasizes providing technical support to its distributors and their customers to maximize the value of its technology and product utilization. Ceapro’s vision and business strategy are supported by Ceapro’s commitment to the following core values:

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adding value to all aspects of Ceapro’s business;
enhancing the health of humans and animals;
discovering and commercializing new, therapeutic natural ingredients and bioprocessing technologies;
producing the highest quality work possible in products, science and business; and
developing personnel through guidance, opportunities and encouragement.

To support these objectives, Ceapro relies on strong intellectual and human capital resources and is developing a strong base of partnerships and strategic alliances to exploit Ceapro’s technology. The current economic environment provides challenges in obtaining financial resources to fully exploit opportunities. To fund its operations, Ceapro relies upon revenues primarily generated from the sale of active ingredients, the proceeds of public and private offerings of equity securities and debentures, government grants and loans, and other investment offerings.

Environmental Protection

The operations of Ceapro are subject to a variety of federal, provincial and local laws, regulations and guidelines, including various environmental and health and safety regulations, regulating the conduct of its operations, the requirements for its products, the protection of the environment, the operation of its equipment and the handling and disposal of substances used in its operations. Ceapro believes that it is currently in compliance with such laws and regulations. Such laws or regulations are subject to change. Accordingly, it is impossible for Ceapro to predict the cost or impact of such laws and regulations on Ceapro’s future operations.

Violations of safety, health, and environmental regulations could limit operations and expose Ceapro to liability, cost and reputational impact. In addition to maintaining compliance with national and provincial standards, Ceapro maintains internal safety and health programs.

Employees

As of December 31, 2023, Ceapro had 24 employees and/or contractors who provide the technical expertise relating to its operations. Additionally, as of December 31, 2023, Ceapro had 8 employees and/or contractors responsible for accounting, administration and corporate development activities who are predominantly located at Ceapro’s head office.

History

Refer to the Ceapro Annual Report, which is incorporated by reference herein, for a description of the key highlights of Ceapro’s financial year ended on December 31, 2022. The key highlights of Ceapro’s financial year ended on December 31, 2021 include the development of avenanthramide pills for a Phase 1 study, the advancing the development of innovative delivery systems with new chemical complexes and the processing of yeast beta glucan from various sources for the development of an immune booster and as a potential inhalable therapeutic for lung fibrosis including COVID-19. Refer to Ceapro’s ongoing disclosure documentation available electronically at www.sedarplus.ca under Ceapro’s profile for additional information on Ceapro’s business development over the most recent years.

Recent Developments

Over the last three fully completed years, Ceapro’s financial results have reflected an average year over year sales growth of 13.7% from $15.1M in 2020 to $17.2M in 2021 and $18.8M in 2022, with respective net profit of $1.9M, $3.4M and $4.4M. As a sales breakdown, Avenanthramides represents 60-65%, oat beta glucan 15-20% and oat oil 10-15%. 90% of these sales are made through Symrise AG, a global supplier of fragrances, flavors, food nutrition, and cosmetic ingredients, with whom Ceapro has renewed on March 10, 2022 a supply and distribution agreement with this long-time partner (the “ Symrise Agreement ”). The Symrise Agreement includes 11 exclusive customers, with Johnson and Johnson (“ J&J ”) representing approximately 50% of Ceapro’s business. On September 28, 2022,

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J&J announced Kenvue as the name for a new company to be formed from the planned spin-off of their consumer division. Kenvue started to be publicly traded on May 4, 2023 and became fully independent on August 23, 2023. Ceapro’s results were impacted by this planned spin-off, with the first nine months ending on September 30, 2023 showing a sales decline of nearly 50% from $15.5M in 2022 to $8.0M for the same period in 2023. Given statements made on July 20, 2023 in a press release announcing the first financial results of Kenvue, it appears that Kenvue has put emphasis on improving supply chain productivity and benefitted from some stock piling from the previous year. On August 25, 2023, Ceapro announced the signing of an amendment to the Symrise Agreement. Pursuant to the amendment, Ceapro has extended the term of the agreement for two years to December 31, 2026. The extended agreement also includes the potential to launch a new formulation of oat beta glucan mostly targeting the Chinese market.

Ceapro fully completed a transition to its new state of the art manufacturing site at the end of 2020. Since then, Ceapro has produced and shipped an average of 300 metric tons of active ingredients per year. Given new technologies being developed at large scale, Ceapro believes that it is well-positioned to significantly increase its production capacity and offer additional products like yeast beta glucan and alginate for the nutraceutical sector.

Name, Address and Incorporation

Ceapro Inc. is the corporation resulting from the amalgamation of Ceapro Inc. and Ceapro Veterinary Products Inc. pursuant to a vertical short-form amalgamation under the CBCA effective April 1, 2016. Ceapro’s head office address is located at 7824 – 51 Avenue NW Edmonton, Alberta, Canada T6E 6W2 and its registered office address is located at Suite 2900, Manulife Place, 10180 – 101 Street NW, Edmonton, Alberta, Canada T5J 3V5.

Ceapro is currently a reporting issuer in the provinces of Alberta and British Columbia and its Shares are currently listed and posted for trading on the TSXV under the symbol “CZO” and quoted on the OTCQX under the symbol “CRPOF”.

Intercorporate Relationships

Ceapro has two direct wholly-owned subsidiaries: Juvente DC Inc., incorporated under the CBCA, and Ceapro (P.E.I) Inc., incorporated under the Business Corporation Act (Prince Edward Island).

Description of Capital Structure

Share Capitalization

Ceapro’s authorized share capital structure consists of an unlimited number of Shares. As at February 9, 2024, there were 78,293,177 Shares and 2,878,666 Options issued and outstanding.

Common Shares

The holders of the Shares are entitled to one vote for each Share held by them at all meetings of shareholders. In addition, the holders are entitled to receive dividends if, as and when declared by the Board on the Shares. Finally, the holders of the Shares are entitled to receive Ceapro’s remaining property upon any liquidation, dissolution or windingup of Ceapro’s affairs, whether voluntary or involuntary. Shareholders have no liability to further capital calls as all shares issued and outstanding are fully paid and non-assessable.

Prior Sales

During the preceding twelve months, the only sales by Ceapro of Shares or securities convertible into or carrying rights to acquire Shares were as follows:

		Date	Type of Security	Number of Securities	Issue/Exercise Price	Aggregate Issue Price
May	1,	2023	Options(1)	150,000	$0.58	$0.58

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	Date	Type of Security	Number of Securities	Issue/Exercise Price	Aggregate Issue Price
July 10,	2023	Options(1)	30,000	$0.435	$0.435
Total		-	180,000	-	-

Note:

(1) Options to purchase Shares granted as compensation to directors, officers, employees and consultants, each exercisable until five years following the date of grant and vesting 1/3 immediately on the date of grant, 1/3 one year following the date of grant and 1/3 two years following the date of grant.

Trading Price and Volume of Shares

The outstanding Shares are listed on the TSXV under the symbol “CZO” and quoted on the OTCQX under the symbol “CRPOF”. On February 9, 2024, the closing trading price of the Shares on the TSXV was $0.175 and on the OTCQX was US$0.132.

The following table sets forth, for the calendar periods indicated, the intraday high and low sale prices and composite volume of trading of the Shares as reported on the TSXV:

		TSXV
		Price Range ($)
	High		Low	Volume
February 2023	0.730		0.680	304,572
March 2023	0.720		0.630	392,335
April 2023	0.650		0.560	550,323
May 2023	0.640		0.420	1,278,461
June 2023	0.530		0.430	388,703
July 2023	0.450		0.415	478,797
August 2023	0.540		0.385	977,110
September 2023	0.410		0.345	832,107
October 2023	0.400		0.330	1,112,598
November 2023	0.350		0.240	1,033,387
December 2023	0.280		0.190	509,048
January 2024	0.190		0.150	314,149
February 1 to February 9,	0.175		0.150	70,500
2024

Dividends

Ceapro has neither declared nor paid any dividends on its securities for each of the three most recently completed financial years and its current financial year and does not anticipate paying any dividends in the foreseeable future. The declaration and payment of dividends will be subject to the discretion of the Board and there can be no assurance that any dividends will be paid in the future. In determining whether to pay dividends (as well as the amount and timing thereof), the Board will consider a number of factors, including Ceapro’s results of operations and financial condition.

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Directors and Officers

Refer to the Ceapro Management Information Circular, which is incorporated by reference herein, for information on Ceapro’s directors and officers, including their remuneration, and on Ceapro’s governance practices. As of February 9, 2024, Ceapro’s directors and executive officers collectively hold 1,990,468 Shares (representing approximately 2.54% of the total issued and outstanding Shares) as a group.

Cease Trade Orders or Bankruptcies

To the knowledge of the Company, none of the directors or executive officers of the Company is, or within ten years before the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Ceapro) that: (i) was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, in each case such an order being in effect for a period of more than 30 consecutive days while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer, or (ii) was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, in each case such an order being in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

In addition, to the knowledge of the Company, no director or executive officer of the Company, or any of their respective personal holding companies, nor any shareholder holding a sufficient number of securities to affect materially the control of the Company: (i) is, or within ten years before the date hereof has been, a director or executive officer of any company (including Ceapro) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Conflicts of Interest

Other than as described elsewhere in this Circular , to the knowledge of the Company, no director or officer of the Company has any existing or potential material conflicts of interest with the Company or any of its subsidiaries.

See “ Interests of Certain Persons in Matters to be Acted Upon ”, “ Interests of Informed Persons in Material Transactions ” and “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

Interest of Management and Others in Material Transactions

Other than as described elsewhere in this Circular , to the knowledge of the Company and based on information provided to it by its directors and the executive officers, there were no (i) directors or executive officers, (ii) persons that beneficially own, or control or direct, directly or indirectly, more than 10% of the Shares, or (iii) any associate or affiliate of persons referred to in (i) and (ii), who has or has had any material interest, direct or indirect, in any transaction within the past three years or in any proposed transaction that has materially affected, or is reasonably expected to materially affect, the Company or any of its subsidiaries.

All benefits received, or to be received, by directors, officers or employees of Ceapro as a result of the Arrangement are, and will be, solely in connection with their services as directors, officers or employees of Ceapro. No benefit has been, or will be, conferred for the purpose of increasing the value of the consideration payable to any such person for the Shares held by such person, and no consideration is, or will be, conditional on such person supporting the Arrangement.

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Risk Factors

There are various risks, including those discussed in the Ceapro Documents, each of which are incorporated herein by reference, that could have a material adverse effect on, among other things, the operating results, earnings, properties, business and condition (financial or otherwise) of Ceapro. These risk factors, together with all of the other information included or incorporated by reference in this Circular, including information contained in the sections entitled “ Cautionary Statement Regarding Forward- Looking Information ” and “ Risk Factors Relating to the Arrangement ” of this Circular, should be carefully reviewed and considered by Shareholders before a decision concerning the Arrangement is made.

Legal Proceedings

Ceapro is not party to any outstanding legal proceedings. To the knowledge of the Company, there are no such proceedings contemplated.

Regulatory Actions

Ceapro has not been the subject of any penalties or sanctions imposed against the Company by a court relating to securities legislation, by a securities regulatory authority, or by any regulatory body within the last three years immediately preceding the date hereof. Ceapro has not entered into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority within the last three years immediately preceding the date hereof.

Material Contracts

In the last three years, the only material contract entered into by Ceapro which is currently still in effect or in respect of which Ceapro has outstanding obligations (other than contracts entered into in the ordinary course of business) is the Symrise Agreement.

The Symrise Agreement is a supply and distribution agreement with Symrise AG with respect to the distribution and commercialization of Ceapro’s high-value active ingredients to key international players in the cosmetics industry, effective from January 1, 2022 until December 31, 2026. Under the Symrise Agreement, Symrise AG is obligated to purchase minimum annual volumes of Ceapro’s products unless (i) there is a force majeure event, or (ii) there is a decrease or cessation of any customer’s purchase of the products from Symrise due to a formulation change by such customers, as more particularly set forth in the Symrise Agreement.

A copy of the Symrise Agreement is available for inspection at the offices of Ceapro located at 7824 – 51 Avenue NW, Edmonton, Alberta, Canada T6E 6W2, and is also available electronically under Ceapro’s profile on SEDAR+ at www.sedarplus.com.

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APPENDIX G

INFORMATION CONCERNING AETERNA ZENTARIS

The following information concerning Aeterna Zentaris should be read in conjunction with the documents incorporated by reference into this “Schedule G – Information Concerning Aeterna Zentaris” and the information concerning Aeterna Zentaris appearing elsewhere in this Circular.

The following information, including information contained in documents incorporated by reference herein, contains forward-looking information about Aeterna Zentaris, including information following completion of the Arrangement. See “Cautionary Statement Regarding Forward-Looking Information” in this Circular in respect of forward-looking information that is included in this Appendix and in the documents incorporated by reference herein.

The following information was furnished by or derived from publicly available documents filed by Aeterna Zentaris. With respect to such information, the Company has relied exclusively upon Aeterna Zentaris, without independent verification by the Company. Although the Company does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, nor for the failure by Aeterna Zentaris to disclose events or information that may affect the completeness or accuracy of such information.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms under the heading “Glossary of Terms” of this Circular. The information contained in this Appendix, unless otherwise indicated, is given as of the date of this Circular and should be read in conjunction with the information about Aeterna Zentaris contained elsewhere or incorporated by reference in this Circular.

Upon completion of the Arrangement, each Shareholder will become a shareholder of Aeterna Zentaris, other than those Shareholders who are Dissenting Shareholders.

Aeterna Zentaris Overview

Aeterna Zentaris was incorporated on September 12, 1990 under the CBCA and continues to be governed by the CBCA. Aeterna Zentaris’ registered address is located at 222 Bay St., Suite 3000, Toronto, Ontario, Canada M5K 1E7 c/o Norton Rose Fulbright Canada LLP and Aeterna Zentaris operates another office located at 315 Sigma Drive, Summerville, South Carolina 29486; Aeterna Zentaris’ telephone number is (843) 900-3223 and Aeterna Zentaris’ website is www.zentaris.com.

In May 2004, Aeterna Zentaris changed its name from Aeterna Laboratories Inc. to Aeterna Zentaris Inc. On July 15, 2022, Aeterna Zentaris completed a 25-to-1 2022 share consolidation (reverse stock split) and, previously, on November 17, 2015, Aeterna Zentaris also completed a 100-to-1 share consolidation (reverse stock split). The Aeterna Zentaris Shares commenced trading on a consolidated and adjusted basis on both the NASDAQ and the TSX on November 20, 2015.

Aeterna Zentaris currently has three wholly-owned direct and indirect subsidiaries: Aeterna Zentaris GmbH (“ AEZS Germany ”), based in Frankfurt am Main, Germany and incorporated under the laws of Germany; Zentaris IVF GmbH, a direct wholly-owned subsidiary of AEZS Germany based in Frankfurt am Main, Germany and incorporated under the laws of Germany; and Aeterna Zentaris, Inc., an entity incorporated in the State of Delaware with an office in the Charleston, South Carolina area in the U.S.

Aeterna Zentaris’ agent for service of process and SEC matters in the U.S. is Aeterna Zentaris’ wholly-owned subsidiary, Aeterna Zentaris, Inc., located at 315 Sigma Drive, Summerville, South Carolina 29486.

Business Overview

Aeterna Zentaris is a specialty biopharmaceutical company commercializing and developing therapeutics and diagnostic tests. Aeterna Zentaris’ lead product, Macrilen® (macimorelin), is the first and only FDA and EMA approved oral test indicated for the diagnosis of patients with adult growth hormone deficiency (“ AGHD ”). Macimorelin is currently marketed under the tradename Ghryvelin™ in the European Economic Area and under the

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tradename “Macimorelin 60 mg granules for oral suspension in sachet” in the UK through an exclusive licensing agreement with Atnahs Pharma UK Ltd. (“ Pharmanovia ”). Aeterna Zentaris’ several other license and commercialization partners are also seeking approval for commercialization of macimorelin in Israel and the Palestinian Authority, the Republic of Korea, Turkey and several non-European Union Balkan countries. Aeterna Zentaris is actively pursuing business development opportunities for the commercialization of macimorelin in North America, Asia and the rest of the world. Aeterna Zentaris is also leveraging the clinical success and compelling safety profile of macimorelin to develop the compound for the diagnosis of childhood-onset growth hormone deficiency (“ CGHD ”), an area of significant unmet need.

Aeterna Zentaris is also dedicated to the development of therapeutic assets and has established a pre-clinical pipeline to potentially address unmet medical needs across a number of indications, with a focus on rare or orphan, including neuromyelitis optica spectrum disorder and Parkinson’s disease, chronic hypoparathyroidism and amyotrophic lateral sclerosis (Lou Gehrig’s Disease).

Macimorelin Commercialization Program

On March 15, 2023, with Aeterna Zentaris’ consent, Consilient Health Limited (“ Consilient Health ”) entered into an assignment agreement with Pharmanovia to transfer the current licensing agreement for the commercialization of macimorelin in the European Economic Area and the United Kingdom to Pharmanovia, as well as the current supply agreement pursuant to which Aeterna Zentaris agreed to provide the licensed product. Also on March 15, 2023, Aeterna Zentaris and Pharmanovia entered into an amendment agreement, pursuant to which Aeterna Zentaris provided its acknowledgement and consent to the assignment agreement and agreed to certain amended terms which do not materially differ from the previous license and supply agreement with Consilient Health. To date, Aeterna Zentaris has received total pricing milestone payments from Consilient Health of US$0.5 million (€0.5 million) relating to Ghryvelin™/Macimorelin 60 mg approved list prices in the United Kingdom, Germany and Spain. Aeterna Zentaris shipped initial batches of macimorelin (Ghryvelin™/Macimorelin 60 mg) to Consilient Health in the first quarter of 2022. Consilient Health launched the product meanwhile in the United Kingdom, Sweden, Denmark, Finland, Germany and Austria. More EU countries are expected to follow pending re-imbursement negotiations. On April 19, 2022, Aeterna Zentaris announced that the European Patent Office had issued a patent providing intellectual property protection of macimorelin in 27 countries within the European Union as well as additional European non-EU countries, such as the UK and Turkey, for macimorelin for use to diagnose growth hormone deficiency (“ GHD ”) in adults. In the meantime, the related Patent Cooperation Treaty patent application has been granted in Canada, Japan, South Korea, Eurasia and New Zealand.

On May 9, 2023, the United States Patent and Trademark Office issued patent US11,644,474 to Aeterna Zentaris protecting the use of macimorelin for the diagnosis of GHD in pediatrics.

Since November 2020, Novo Nordisk Healthcare AG (“ Novo ”) marketed macimorelin under the tradename Macrilen® through the license agreement and the amended license agreement (collectively, the “ Novo Amendment ”) with Novo, for the diagnosis of AGHD. On August 26, 2022, Aeterna Zentaris announced that Novo had exercised its right to terminate the Novo Amendment. Following a 270-day notice period in connection with Novo’s termination of the Novo Amendment, Aeterna Zentaris regained full rights to Macrilen® in the U.S. and Canada on May 23, 2023, and the sales of Macrilen® are temporarily discontinued in the U.S. commercial market for the diagnosis of AGHD, until an anticipated re-launch with an alternate commercialization partner. Aeterna Zentaris continues to actively strategize and seek alternate development and commercialization partners for Macrilen® in the U.S. and other territories. The decision to temporarily discontinue sales of Macrilen® in the United States does not have any impact on the sales and commercialization efforts in the UK and European Economic Area.

On June 25, 2020, Aeterna Zentaris announced that it entered into an exclusive distribution and related quality agreement with MegaPharm Ltd., a leading Israel-based biopharmaceutical company, for the commercialization in Israel and in the Palestinian Authority of macimorelin, to be used in the diagnosis of patients with AGHD and in clinical development for the diagnosis of CGHD. Under the terms of the agreement, MegaPharm Ltd. will be responsible for obtaining registration to market macimorelin in Israel and the Palestinian Authority, while Aeterna Zentaris will be responsible for manufacturing, product supply, quality assurance and control, regulatory support, and maintenance of the relevant intellectual property. In June 2021, MegaPharm Ltd. filed an application to the Ministry of Health of Israel for regulatory approval of macimorelin in Israel, which was approved in November 2022.

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Aeterna Zentaris entered into license and supply agreements with NK Meditech Ltd. (“ NK ”), a subsidiary of PharmBio Korea, effective November 30, 2021, and a distribution and commercialization agreement with ERKim Pharmaceuticals Bulgaria Eood (“ ER-Kim ”), effective February 1, 2022. The agreements with NK are related to the development and commercialization of macimorelin for the diagnosis of AGHD and CGHD in the Republic of Korea, while the agreement with ER-Kim is related to the commercialization of macimorelin for the diagnosis of growth hormone deficiency in children and adults in Turkey and some non-European Union Balkan countries.

Macimorelin Clinical Program

On January 28, 2020, Aeterna Zentaris announced the successful completion of patient recruitment for the first pediatric study of macimorelin as a growth hormone stimulation test for the evaluation of GHD in children. This study, AEZS-130-P01 (“ Study P01 ”), was the first of two studies as agreed with the EMA in Aeterna Zentaris’ Pediatric Investigation Plan (the “ PIP ”) for macimorelin as a GHD diagnostic. Macimorelin, a ghrelin agonist, is an orally active small molecule that stimulates the secretion of growth hormone from the pituitary gland into the circulatory system. The goal of Study P01 was to establish a dose that can both be safely administered to pediatric patients and cause a clear rise in growth hormone concentration in subjects ultimately diagnosed as not having GHD. The recommended dose derived from Study P01 is being evaluated in the pivotal second study, Study P02, on diagnostic efficacy and safety (the “ DETECT-trial ”). Study P01 was an international, multicenter study, which was conducted in Hungary, Poland, Ukraine, Serbia, Belarus and Russia. Study P01 was an open label, group comparison, dose escalation trial designed to investigate the safety, tolerability, and pharmacokinetic/pharmacodynamic (“ PK/PD ”) of macimorelin acetate after ascending single oral doses of macimorelin at 0.25, 0.5, and 1.0 milligram per kilogram body weight in pediatric patients from 2 to less than 18 years of age with suspected CGHD. Aeterna Zentaris enrolled a total of 24 pediatric patients across the three cohorts of the study. Per study protocol, all enrolled patients completed four study visits after successful completion of the screening period. At Visit 1 and Visit 3, a provocative growth hormone stimulation test was conducted according to the study sites’ local practices. At Visit 2, the macimorelin test was performed, and following the oral administration of the macimorelin solution, blood samples were taken at predefined times for PK/PD assessment. Visit 4 was a safety follow-up visit at study end.

The final study results from Study P01 were published in the second quarter of 2020 indicating positive safety and tolerability data for use of macimorelin in CGHD, as well as PK/PD data observed in a range as expected from the adult studies.

On April 7, 2020, Aeterna Zentaris announced the decision of the EMA to accept its modification request of its PIP as originally approved in March 2017, which covered the conduct of two pediatric studies and defined relevant key elements in the outline of these studies. Aeterna Zentaris believes this EMA decision supports the development of one globally harmonized study protocol for test validation, specifically Study P02, which Aeterna Zentaris expects to be accepted both in Europe and the U.S.

In late 2020, Aeterna Zentaris entered into the start-up phase for the DETECT-trial, evaluating macimorelin for the diagnosis of CGHD. The DETECT-trial is an open-label, single dose, multicenter and multinational study expected to enroll approximately 100 subjects worldwide (including sites in U.S: and EU), with at least 40 pre-pubertal and 40 pubertal subjects. The study design is expected to be suitable to support a claim for potential stand-alone testing, if successful. On April 22, 2021, the U.S. FDA Investigational New Drug Application associated with this clinical trial became active, (see: https://clinicaltrials.gov/ct2/show/NCT04786873), and on May 13, 2021, Aeterna Zentaris announced the opening of the first clinical site in the U.S. Under the Novo Amendment, and following Novo’s notice to terminate the Novo Amendment, Novo has funded DETECT-trial costs up to US$10.1 million (€9.4 million). Any additional trial costs incurred over US$10.1 million (€9.4 million) will be paid by Aeterna Zentaris.

On January 26, 2022, Aeterna Zentaris announced that the DETECT-trial had experienced unavoidable delays in site initiation and patient enrollment due to the rise of the Omicron variant in the COVID-19 pandemic. Furthermore, in February 2022, due to the Russian invasion of Ukraine, the clinical trial activities planned in both Russia and Ukraine were halted and consequently, no patients have been enrolled in either of these countries’ clinical sites to date. On January 17, 2023, Aeterna Zentaris provided a business update, highlighting that bolstered enrollment was expected by the engagement of an additional Clinical Research Organization and the replacement of inactive countries and sites with three new countries (Armenia, Slovakia, and Turkey) as well as additional sites in the U.S. In March 2023, Aeterna Zentaris received approval for and activated its first site in Slovakia. In January 2023, sites in Armenia and

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Turkey were approved and activated. The last-patient-first-visit for the DETECT-trial is currently expected in February 2024.

Pipeline Expansion Opportunities

Please see the Aeterna Zentaris Interim MD&A, which is incorporated by reference herein, for a summary of Aeterna Zentaris pipeline of expansion opportunities including:

AIM Biologicals: Targeted, highly specific autoimmunity modifying therapeutics for the potential treatment of neuromyelitis optica spectrum disorder (NMOSD) and Parkinson’s disease.
AEZS-150 - Delayed Clearance Parathyroid Hormone Fusion Polypeptides: Potential treatment for chronic hypoparathyroidism
AEZS-130 - Macimorelin Pre-Clinical Program

Description of Share Capital

Aeterna Zentaris’ authorized share capital structure consists of an unlimited number of shares of the following classes (all classes are without nominal or par value): Aeterna Zentaris Shares; first preferred shares (the “ First Preferred Shares ”) and second preferred shares (the “ Second Preferred Shares ” and, together with the First Preferred Shares, the “ Preferred Shares ”), both issuable in series. As at February 9, 2024, there were 4,855,876 Aeterna Zentaris Shares outstanding. No Preferred Shares have been issued to date. Aeterna Zentaris has also issued Aeterna Zentaris Warrants to acquire Aeterna Zentaris Shares in connection with certain equity financings.

Common Shares

The holders of Aeterna Zentaris Shares are entitled to one vote for each Aeterna Zentaris Share held by them at all meetings of shareholders of Aeterna Zentaris, except meetings at which only shareholders of a specified class of shares are entitled to vote. In addition, the holders of Aeterna Zentaris Shares are entitled to receive dividends if, as and when declared by Aeterna Zentaris Board on the Aeterna Zentaris Shares. Finally, the holders of the Aeterna Zentaris Shares are entitled to receive Aeterna Zentaris’ remaining property upon any liquidation, dissolution or winding-up of Aeterna Zentaris’ affairs, whether voluntary or involuntary. Aeterna Zentaris Shareholders have no liability to further capital calls as all Aeterna Zentaris Shares issued and outstanding are fully paid and non-assessable.

Preferred Shares

The Preferred Shares are issuable in series with rights and privileges specific to each class. The holders of Preferred Shares are generally not entitled to receive notice of or to attend or vote at meetings of shareholders. The holders of First Preferred Shares are entitled to preference and priority to any participation of holders of Second Preferred Shares, Aeterna Zentaris Shares or shares of any other class of shares of Aeterna Zentaris’ share capital ranking junior to the First Preferred Shares with respect to dividends and, in the event of Aeterna Zentaris’ liquidation, the distribution of Aeterna Zentaris’ property upon Aeterna Zentaris’ dissolution or winding-up, or the distribution of all or part of Aeterna Zentaris’ assets among the shareholders, to an amount equal to the value of the consideration paid in respect of such shares outstanding, as credited to Aeterna Zentaris’ issued and paid-up share capital, on an equal basis, in proportion to the amount of their respective claims in regard to such shares held by them. The holders of Second Preferred Shares are entitled to preference and priority to any participation of holders of Aeterna Zentaris Shares or shares of any other class of shares of Aeterna Zentaris’ share capital ranking junior to the Second Preferred Shares with respect to dividends and, in the event of Aeterna Zentaris’ liquidation, the distribution of Aeterna Zentaris’ property upon Aeterna Zentaris’ dissolution or winding-up, or the distribution of all or part of Aeterna Zentaris’ assets among the shareholders, to an amount equal to the value of the consideration paid in respect of such shares outstanding, as credited to Aeterna Zentaris’ issued and paid-up share capital, on an equal basis, in proportion to the amount of their respective claims in regard to such shares held by them.

The Aeterna Zentaris Board may, from time to time, provide for additional series of Preferred Shares to be created and issued, but the issuance of any Preferred Shares is subject to the general duties of the directors under the CBCA to act

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honestly and in good faith with a view to Aeterna Zentaris’ best interests and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Warrants

For a description of the Aeterna Zentaris Warrants, see note 17 – share capital, warrants and other capital, to the audited consolidated financial statements for the years ended December 31, 2022, 2021 and 2020.

Trading Price and Volume of Aeterna Zentaris Shares

The following tables set forth information relating to the monthly trading of the Common Shares on the TSX and the Nasdaq, respectively, for the 12-month period prior to the date of this Circular.

TSX

Month	High	Low	Volume
	($)	($)
February 2023	5.15	4.37	22,273
March 2023	4.59	3.35	39,809
April 2023	4.48	3.18	48,369
May 2023	4.32	3.52	9,216
June 2023	3.93	3.34	17,151
July 2023	4.23	3.30	13,951
August 2023	4.10	3.45	11,080
September 2023	3.62	3.25	14,399
October 2023	3.36	1.92	29,160
November 2023	3.20	1.91	33,542
December 2023	3.24	2.38	26,725
January2024	3.06	2.45	19,320
February 1 to February 9,	2.44	2.28	4,135
2024

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Nasdaq

Month	High	Low	Volume
	(US$)	(US$)
February 2023	3.90	3.23	208,148
March 2023	3.45	2.49	380,744
April 2023	3.38	2.32	391,012
May 2023	3.30	2.50	224,031
June 2023	2.99	2.51	188,828
July 2023	3.20	2.56	245,258
August 2023	3.09	2.53	219,491
September 2023	2.74	2.39	131,885
October 2023	2.51	1.41	259,962
November 2023	2.24	1.36	236,743
December 2023	2.42	1.78	345,794
January 2024	2.33	1.82	292,640
February 1 to February 9,	1.86	1.69	65,790
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Prior Sales

For the 12-month period prior to the date of this Circular, Aeterna Zentaris has issued the Aeterna Zentaris Shares and securities that are convertible into Aeterna Zentaris Shares listed in the table below:

Date June 14, 2023	Security Aeterna Zentaris DSUs	Exercise Price or Base Price per Security ($) --	Number of Securities
			100,000

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as at December 31, 2023, the information with respect to all of Aeterna Zentaris’ compensation plans pursuant to which equity securities of Aeterna Zentaris are authorized for issuance:

Plan Category Equity compensation plans approved by security holders	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights 250,320	(b) Weighted-average exercise price of outstanding options, warrants and rights (US$) 2.67	(c) Number of securities remaining available for further issuance under equity compensation plans (excluding securities reflected in column (a))
			303,250

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Plan Category Equity compensation plans not approved by security holders Total:	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights -- 250,320	(b) Weighted-average exercise price of outstanding options, warrants and rights (US$) -- 2.67	(c) Number of securities remaining available for further issuance under equity compensation plans (excluding securities reflected in column (a))
			-- 303,250

Risk Factors

An investment in the Aeterna Zentaris Shares and the completion of the Arrangement are subject to certain risks. In addition to considering the other information contained in this Circular, including the risk factors described under the heading “ Risk Factors relating to the Arrangement ”, readers should consider carefully the risk factors described in the Aeterna Zentaris Annual Report, which is incorporated by reference in this Circular.

Additional Information

Information has been incorporated by reference in this Circular from documents filed with the various securities commissions or similar regulatory authorities in each of the provinces of Canada, and filed with, or furnished to, the SEC. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Corporate Secretary of Aeterna Zentaris, at 315 Sigma Drive, Summerville, South Carolina 29486 (telephone: 1-(843)900-3223), and are also available electronically under Aeterna Zentaris’ profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Aeterna Zentaris’ filings through SEDAR+ and EDGAR are not incorporated by reference in this Circular except as specifically set out herein.

The following documents, filed or furnished by Aeterna Zentaris with the securities commissions or similar authorities in each of the provinces of Canada and with the SEC, are specifically incorporated by reference into, and form an integral part of, this Circular:

(a) the Aeterna Zentaris Annual Report;
(b) the audited consolidated financial statements of Aeterna Zentaris as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020, together with the notes thereto and the reports of the independent registered public accounting firm thereon;
(c) the management’s discussion and analysis of the consolidated financial position and results of operations of Aeterna Zentaris dated March 22, 2023 for the year ended December 31, 2022;
(d) the condensed interim consolidated financial statements of Aeterna Zentaris as at and for the three and nine month periods ended September 30, 2023 and 2022, together with the notes thereto;
(e) the management’s discussion and analysis of the consolidated financial position and results of operations of Aeterna Zentaris dated November 8, 2023 for the three and nine month periods ended September 30, 2023 and 2022 (the “ Aeterna Zentaris Interim MD&A ”);
(f) the management information circular of Aeterna Zentaris dated May 9, 2023, in connection with the annual general and special meeting of holders of shareholders held on June 14, 2023; and
(g) material change report of Aeterna Zentaris dated December 18, 2023.

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Any document of the type referred to in Section 11.1 of Form 44-101F1 of NI 44-101 (excluding confidential material change reports), if filed by Aeterna Zentaris with a securities commission or similar regulatory authority in Canada after the date of this Circular disclosing additional or updated information including the documents incorporated by reference herein, filed pursuant to the requirements of the applicable Canadian Securities Laws, will be deemed to be incorporated by reference in this Circular. In addition, any report on Form 40-F, 20-F or Form 6-K (or any respective successor form) filed by Aeterna Zentaris with, or furnished by Aeterna Zentaris to, the SEC subsequent to the date of this Circular shall also be deemed to be incorporated by reference into this Circular (in the case of any report on Form 6-K, if and to the extent expressly provided in such report).

Any statement contained in this Circular or in any other document incorporated or deemed to be incorporated by reference in this Circular shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which is deemed to be incorporated by reference in this Circular modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Circular except as so modified or superseded.

References to Aeterna Zentaris’ website in any documents that are incorporated by reference into this Circular do not incorporate by reference the information on such website, and each of Ceapro and Aeterna Zentaris disclaims any such incorporation by reference.

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APPENDIX H

INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented assuming prior completion of the Arrangement and is reflective of the projected consolidated business, financial and share capital position of Ceapro and Aeterna Zentaris assuming the completion thereof. It contains significant amounts of forward-looking information. See “Cautionary Statement Regarding Forward-Looking Information” in this Circular in respect of forward-looking information that is included in this Appendix and in the documents incorporated by reference herein. Readers are cautioned that actual results may vary. This Appendix only includes information respecting Ceapro and Aeterna Zentaris after the Arrangement that is materially different from information provided earlier in this Circular. See the disclosure in Appendix F – Information Concerning Ceapro and Appendix G – Information Concerning Aeterna Zentaris to this Circular. See also the unaudited pro forma consolidated financial statements of the Resulting Issuer attached as Appendix I.

Overview

On completion of the Arrangement, (i) Aeterna Zentaris will acquire all of the issued and outstanding Shares and Ceapro will become a wholly-owned subsidiary of Aeterna Zentaris, and (ii) each of the current Shareholders, as a group, and the current Aeterna Zentaris Shareholders, as a group, are expected to own approximately 50% of the issued and outstanding Aeterna Zentaris Shares, assuming the exercise of the New Aeterna Zentaris Warrants and based on the numbers of Shares and Aeterna Zentaris Shares issued and outstanding as of December 14, 2023. As a result, all of the assets of Ceapro will become indirectly held by the Resulting Issuer.

Name and Corporate Status

Following the Arrangement, Aeterna Zentaris will continue to exist under the CBCA, and Ceapro will continue to exist under the CBCA.

Upon the closing of the Arrangement, and, subject to regulatory approval, the Aeterna Zentaris Shares (including the Consideration Shares issued pursuant to the Arrangement and the Aeterna Zentaris Shares issued upon conversion of the Aeterna Zentaris New Warrants following the Arrangement) will be listed for trading on the TSX and the Nasdaq under the trading symbol “AEZS”. The Resulting Issuer will be a reporting issuer in all of the provinces of Canada and will file reports with the SEC under Section 13(a) of the U.S. Exchange Act.

It is also anticipated that following the closing of the Arrangement, the newly constituted board of the Resulting Issuer will finalize the selection of a new name for the Resulting Issuer and submit the name change to shareholders of the Resulting Issuer for their approval.

Anticipated Corporate Structure

The corporate chart below sets forth the Resulting Issuer’s subsidiaries, each of which will be wholly-owned, and the jurisdiction of incorporation of each entity.

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Description of the Resulting Issuer

The Resulting Issuer is expected to have the following characteristics:

Diversified commercial and development product pipeline . The Resulting Issuer is expected to benefit from an extensive and diversified pipeline of innovative products in development, including Ceapro’s quicker to market biotechnology products and Aeterna Zentaris’ potentially higher return, but longer-horizon, products. With this pipeline rejuvenation, the Resulting Issuer is expected to boast:
more products in the pipeline that are closer to potential commercialization;
an enhanced ability to strategically focus financial and company resources in a manner that provides the most value to the Resulting Issuer and its shareholders; and
a more compelling value proposition and lower risk profile.
Expanded pharmaceutical research and development capabilities. The Resulting Issuer will have the established pharmaceutical research and development capabilities of both Aeterna Zentaris and Ceapro, as well as infrastructure to support development activities and potentially offer improved efficiencies in addition to cost savings.
Greater potential for stable cashflow to support R&D of potentially higher return pharmaceutical products. Ceapro currently generates revenues from two main active ingredients, oat beta glucan and avenanthramides, extracted and purified using its proprietary technology. Cash flow from these products are planned to be used along with Aeterna Zentaris’ revenue from the commercialization or licensing of Aeterna Zentaris’ macimorelin product to support the development of the Resulting Issuer’s roster of high potentialreturn products, ideally creating growing and sustainable revenue for the Resulting Issuer.
Stronger Financial Position and Flexibility . The Resulting Issuer will have increased financial flexibility with enhanced free cash flow and a strengthened balance sheet, with approximately $57 million in unrestricted cash as of September 30, 2023 on a pro forma basis.

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Strengthened expertise and efficiencies. Both Ceapro and Aeterna Zentaris have expertise that can build upon each other, which is expected to result in a stronger company. For example, Aeterna Zentaris is adept at navigating the conduct of human clinical trials and the crucial regulatory approval process required to bring pharmaceutical products to market. The Resulting Issuer plans to leverage this expertise with the higher value pharmaceutical opportunities for its active ingredients and technologies.
North American + European Operations. Ceapro has an operational presence in North America, while Aeterna Zentaris is a Canadian company that trades on North American markets but whose current operational footprint is largely European.

The business of the Resulting Issuer and information relating to the Resulting Issuer will be that of Aeterna Zentaris and Ceapro generally and as disclosed elsewhere in this Circular, including, but not limited to, as further described in “ Appendix F – Information Concerning Ceapro ” and “ Appendix G – Information Concerning Aeterna Zentaris ” attached to this Circular.

The head office of the Resulting Issuer will be situated at 222 Bay St., Suite 3000, Toronto, Ontario, Canada M5K 1E7 c/o Norton Rose Fulbright Canada LLP.

The Resulting Issuer will have its registered office located at 222 Bay St., Suite 3000, Toronto, Ontario, Canada M5K 1E7 c/o Norton Rose Fulbright Canada LLP.

Description of Share Capital

The authorized share capital of the Resulting Issuer will continue to be as described in “ Appendix G – Information Concerning Aeterna Zentaris ” attached to this Circular and the rights and restrictions of the Aeterna Zentaris Shares will remain unchanged.

Resulting Issuer Shareholders and Principal Shareholders

The issued share capital of the Resulting Issuer will change as a result of the consummation of the Arrangement to reflect the issuance of Aeterna Zentaris Shares contemplated in the Arrangement. Based on the outstanding securities of Ceapro as of December 14, 2023, and without giving effect to the proposed Aeterna Zentaris Share Consolidation, it is expected that Aeterna Zentaris will issue up to a maximum of 10,196,189 Aeterna Zentaris Shares in connection with the Arrangement (including the Consideration Shares and the Aeterna Zentaris Shares to be issued in respect of the Replacement Options and the Aeterna Zentaris New Warrants). If no outstanding Options have been exercised prior to the Effective Time, and without giving effect to the proposed Aeterna Zentaris Share Consolidation, 271,672 Aeterna Zentaris Shares are expected to be reserved for issuance upon the exercise of the Replacement Options and 2,534,424 Aeterna Zentaris Shares are expected to be reserved for issuance upon the exercise of the Aeterna Zentaris New Warrants.

On completion of the Arrangement, assuming that the current number of outstanding Shares and Aeterna Zentaris Shares does not change from the date hereof and that no Shareholders have exercised their Dissent Rights, and not including the exercise of any Aeterna Zentaris New Warrants, it is expected that there will be 12,245,969 Aeterna Zentaris issued and outstanding. Up to a maximum of 3,514,064 Aeterna Zentaris Shares will be issuable upon the exercise of outstanding convertible securities of Aeterna Zentaris, including, without limitation, the Replacement Options and the Aeterna Zentaris New Warrants to be issued pursuant to the Arrangement. On completion of the Arrangement, assuming that the current number of convertible securities of Ceapro and Aeterna Zentaris does not change from the respective dates of the information provided herein, and without giving effect to the proposed Aeterna Zentaris Share Consolidation, it is expected that the total number of Aeterna Zentaris Shares issued and outstanding will be 15,760,033 on a fully-diluted basis.

To the knowledge of the directors and executive officers of Ceapro as of the date of this Circular, no person will beneficially own, or control or direct, directly or indirectly, voting securities of Aeterna Zentaris carrying 10% or more of the voting rights attached to the Aeterna Zentaris Shares following completion of the Arrangement.

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Estimated Available Funds and Principal Purposes

Based on the Pro-Forma Financial Statements prepared as of September 30, 2023, Aeterna Zentaris had estimated working capital of approximately $50.9 million and Ceapro had estimated working capital of approximately $16.4 million. Based on the Pro-Forma Financial Statements prepared as of September 30, 2023, the Resulting Issuer is expected to have approximately $60.2 million available upon completion of the Arrangement.

Aeterna Zentaris has historically had negative cash flow from operating activities and has historically incurred net losses but, based on current operations, the Resulting Issuer expects to meet its cash needs for the twelve-month period following the date hereof. To the extent that the Resulting Issuer has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows or raise additional funds through the issuance of additional equity securities, loan financing or other means. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Resulting Issuer as those previously obtained, or at all. See “ Risk Factors ” in this Appendix H.

Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer assuming the completion of the Arrangement, but without giving effect to the Aeterna Zentaris Share Consolidation.

Type of Security Aeterna Zentaris Shares Aeterna Zentaris Warrants(1) Aeterna Zentaris Options(2) Aeterna Zentaris DSUs Total non-current liabilities(3)	Number
	12,245,969 2,992,072 325,072 196,920 $18,540,364

Note: (1) Amount includes Aeterna Zentaris Adjusted Warrants and Aeterna Zentaris New Warrants. (2) Amount includes Aeterna Zentaris Options and the Replacement Options.

(3) See Appendix I – Pro Forma Financial Statements of the Resulting Issuer (Unaudited) .

Directors and Executive Officers

Following completion of the Arrangement, the Resulting Issuer’s board of directors will be comprised of eight directors. The directors of the Resulting Issuer will hold office until the next annual general meeting of Aeterna Zentaris Shareholders or until their respective successors have been duly elected or appointed, unless his or her office is vacated earlier in accordance with the articles of the Resulting Issuer (being the articles of Aeterna Zentaris) or within the provisions of the CBCA.

Management of the Resulting Issuer will include executives from both Ceapro and Aeterna Zentaris. Gilles Gagnon, Ceapro’s current President and Chief Executive Officer, and Giuliano La Fratta, Aeterna Zentaris’ current Senior Vice President, Finance and Chief Financial Officer, will lead the Resulting Issuer’s business following completion of the Arrangement as President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, respectively. Upon closing of the Arrangement and as a component of near-term integration efforts, it is expected that the directors of the Resulting Issuer will assess the composition of the Resulting Issuer’s executive officer team (aside from the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer) to determine which Ceapro and which Aeterna Zentaris executive officers will hold roles as executive officers of the Resulting Issuer. Additional changes to the directors and executive officers of the Resulting Issuer may follow over the short, medium, and long-term as integration efforts progress and the Resulting Issuer is in a better position to assess needs and recruit successors.

As of the Effective Date and assuming the exercise in full of the Aeterna Zentaris New Warrants, the Resulting Issuer’s directors, President and Chief Executive Officer and Senior Vice President and Chief Financial Officer are expected

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to collectively hold 188,590 Aeterna Zentaris Shares (representing 1.28% of the total issued and outstanding Aeterna Zentaris Shares) as a group.

The following table sets out, among other things, the name of each of the persons expected to sit as a director of the Resulting Issuer or as its Chief Executive Officer or Chief Financial Officer, each of their principal occupations for the last five years; the period during which each person has served as a director or executive officer of Ceapro or Aeterna Zentaris prior to the Effective Time; and the number of Aeterna Zentaris Shares of the Resulting Issuer that each are expected to hold immediately upon the Effective Time.

Name and Place of Residence	Proposed Position in the Resulting Issuer	Principal Occupation for the Five Preceding Years	Period Served as a Director or Officer of Aeterna Zentaris or Ceapro	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Non- Diluted Basis (1)(2)(3)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time Assuming the Exercise of the Aeterna Zentaris New Warrants in Full (1)(2)(4)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Partially- Diluted Basis (1)(2)(3)(5)
Peter Edwards(7)(8) Ohio, USA	Director	Corporate Director; formerly General Counsel, Aziyo Biologics (medical company)	Director of Aeterna Zentaris since 2020	Nil	Nil	49,000 (0.40%)
Carolyn Egbert(8) Texas, USA	Director	Owner, Creative Solutions for Executives (consulting company); Chair of the Board of Directors of Aeterna Zentaris	Director of Aeterna Zentaris since 2012	1,276 (0.01%)	1,884 (0.01%)	56,118 (0.46%)
Geneviève Foster(6)(7)(8) Laval, Quebec	Director	Business lawyer	Director of Ceapro since 2022	Nil	Nil	19,821 (0.16%)
Gilles Gagnon Quebec, Canada	President and Chief Executive Officer and Director	President and Chief Executive Officer of Ceapro	Director of Aeterna Zentaris since 2020 Director of Ceapro since 2007 President and executive officer of Ceapro since 2008	167,831 (1.37%)	167,831 (1.14%)	288,567 (2.33%)

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Name and Place of Residence	Proposed Position in the Resulting Issuer	Principal Occupation for the Five Preceding Years	Period Served as a Director or Officer of Aeterna Zentaris or Ceapro	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Non- Diluted Basis (1)(2)(3)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time Assuming the Exercise of the Aeterna Zentaris New Warrants in Full (1)(2)(4)	Number and % of Aeterna Zentaris Shares Expected to be Held Immediately Following the Effective Time on a Partially- Diluted Basis (1)(2)(3)(5)
Ulrich Kosciessa(6)(7) Pinneberg, Schleswig- Holstein, Germany	Director	CEO of Photonamic since September 2006. Since April 2018, COO of SBI ALApharma.	Director of Ceapro since 2015	7,393 (0.06%)	7,393 (0.05%)	29,101 (0.24%)
Giuliano La Fratta Quebec, Canada	Senior Vice President and Chief Financial Officer	Chief Financial Officer of Aeterna Zentaris	Officer of Aeterna Zentaris since 2022	Nil	Nil	2,000 (0.02%)
William Li(6)(8) Holliston, Massachusetts, USA	Director	Co-founder and Medical Director since 1994, and President since 2000, of Angiogenesis Foundation	Director of Ceapro since 2014	9,588 (0.08%)	9,588 (0.06%)	38,375 (0.31%)
Ronald W. Miller(7)(9) Oakville, Ontario	Chair of the Board of Directors	Former President and CEO of Hoffmann-La Roche Limited (Roche Canada) (2000-2022) Chair of the Board of Directors of Ceapro	Director of Ceapro since 2022	Nil	Nil	19,821 (0.16%)
Dennis Turpin(7) Quebec, Canada	Director	President and Chief Executive Officer of Endoceutics Inc.	Director of Aeterna Zentaris since 2021	1,280 (0.01%)	1,890 (0.01%)	49,690 (0.40%)

Notes:

(1) Figures are provided on a pre-Aeterna Zentaris Share Consolidation basis.

(2) Figures assume that the directors and officers hold the same securities immediately prior to the Effective Time as held on the date hereof and that no Shareholders have exercised their Dissent Rights.

(3) Percentages are based on 12,245,969 Aeterna Zentaris Shares issued and outstanding upon the completion of the Arrangement, which excludes the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants.

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(4) Percentages are based on 14,780,393 Aeterna Zentaris Shares issued and outstanding upon the completion of the Arrangement, which includes the Aeterna Zentaris Shares issuable upon exercise of the Aeterna Zentaris New Warrants.
(5) Assumes the exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for Aeterna Zentaris Shares held by the individual.
(6) Table assumes the approval by the Aeterna Zentaris Shareholders at the Aeterna Zentaris Meeting of the appointment of each of the Conditional Nominees.
(7) Anticipated member of the Audit Committee of the Resulting Issuer. Dennis Turpin is expected to be appointed as the Chair of the Audit Committee.
(8) Anticipated member of the Nominating, Governance and Compensation Committee of the Resulting Issuer. Carolyn Egbert is expected to be appointed as the Chair of the Nominating, Governance and Compensation Committee.

Following the completion of the Arrangement, there are not anticipated to be any material changes to the current executive compensation arrangements of Aeterna Zentaris or Ceapro.

To the knowledge of Ceapro, no Person who is expected to serve as a director or officer of the Resulting Issuer following the completion of the Arrangement is or within ten years before the date of this Circular has been, a director, chief executive officer or chief financial officer of any company (including Ceapro) that:

(a) was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, in each case such an order being in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer, or chief financial officer; or
(b) was subject to a cease trade order or similar order, or an order that denied the relevant company access to any exemption under securities legislation, in each case such an order being in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

In addition, to the knowledge of the Company, except as disclosed below, no Person who is proposed to serve as a director or officer of the Resulting Issuer following the completion of the Arrangement, or shareholder who will be holding a sufficient number of Aeterna Zentaris Shares to affect materially the control of the Resulting Issuer:

(a) is, or within ten years before the date of this Circular has been, a director or executive officer of any company (including Ceapro) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Dennis Turpin has been the Chief Executive Officer of Endoceutics, Inc. and its subsidiaries (collectively, “ Endoceutics ”) since January 2019. On September 26, 2022, the Superior Court of Quebec issued an order granting Endoceutics’ application for creditor protection under the Companies’ Creditors Arrangement Act (Canada) to address near term liquidity issues. The order will be in place until April 15, 2024 and may be extended.

Audit Committee

Composition of the Audit Committee

The Resulting Issuer’s Audit Committee is expected to consist of Dennis Turpin (Chair), Genevieve Foster, Peter Edwards and Dr. Ulrich Kosciessa.

Each proposed member is considered “financially literate” as defined in NI 52-110 and each is expected to be considered “independent” as defined in NI 52-110.

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Relevant Education and Experience

Each of the expected members of the Resulting Issuer’s Audit Committee has the industry experience necessary to understand and analyze financial statements of the level of complexity of the Resulting Issuer, as well as the understanding of internal controls and procedures necessary for financial reporting. The specific education and experience of each is set out under their respective names in the Aeterna Zentaris Annual Report and Ceapro Management Information Circular, which are incorporated by reference herein.

Unaudited Pro Forma Consolidated Financial Statements

The unaudited pro forma consolidated financial information for the Resulting Issuer (consolidated to give effect to, among other things, the Arrangement on the Effective Date) (the “ Pro Forma Financial Statements ”) are attached to this Circular as Appendix I.

The Pro Forma Financial Statements have been compiled from the underlying financial statements of Ceapro and Aeterna Zentaris and have been prepared in accordance with IFRS to illustrate the effect of, among other things, the Arrangement. The Pro Forma Financial Statements may not be appropriate for other purposes. Adjustments have been made to prepare the Pro Forma Financial Statements, which adjustments are based on certain assumptions. Both the adjustments and the assumptions made are described in the notes to the Pro Forma Financial Statements.

The Pro Forma Financial Statements are presented for illustrative purposes only and are not necessarily indicative of: (i) the operating or financial results that would have occurred had the Arrangement actually occurred at the times contemplated by the notes to the Pro Forma Financial Statements; or (ii) the results expected in future periods.

Material Contracts

Please see the Aeterna Zentaris Annual Report which is incorporated by reference into this Circular and “ Information Concerning Ceapro – Material Contracts ” in Appendix F.

Indebtedness of Directors and Officers

None of the Persons who are proposed to be directors, employees or executive officers of the Resulting Issuer following the completion of the Arrangement, and none of the associates of such Persons is or has been indebted to either Ceapro or Aeterna Zentaris at any time during the financial year ended December 31, 2022 of each of Ceapro and Aeterna Zentaris or will be indebted to the Resulting Issuer upon completion of the Arrangement in connection with a purchase of securities or otherwise. Furthermore, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Ceapro or Aeterna Zentaris.

Risk Factors

In addition to the risk factors with respect to the Arrangement set out under “ Risk Factors Relating to the Arrangement ” in this Circular, see “ Information Concerning Ceapro – Risk Factors ” in Appendix F and “ Information Concerning Aeterna Zentaris – Risk Factors ” in Appendix G, with respect to the risk factors of Ceapro and Aeterna Zentaris, respectively.

Moreover, following the completion of the Arrangement, the Resulting Issuer, which will combine the operations of Ceapro and of Aeterna Zentaris, will be subject to additional risk factors, including the following:

Significant demands will be placed on the Resulting Issuer, and no assurances can be provided that the systems, procedures and controls of Ceapro and of Aeterna Zentaris will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the Arrangement.

As a result of the pursuit and completion of the Arrangement, significant demands will be placed on the managerial, operational and financial personnel and systems of the Resulting Issuer. No assurances can be provided that that the systems, procedures and controls of Ceapro and Aeterna Zentaris will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the Arrangement. The future

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operating results of the Resulting Issuer will be affected by the ability of its officers and key employees to manage changing business conditions, to integrate the businesses of Ceapro and Aeterna Zentaris, to implement a new business strategy and to improve its operational and financial controls and reporting systems.

Ceapro and Aeterna Zentaris may be unable to successfully integrate their businesses and realize the anticipated benefits of the Arrangement. The failure to successfully integrate the businesses of Ceapro and Aeterna Zentaris could have a material adverse effect on the market price of the Aeterna Zentaris Shares following completion of the Arrangement.

The integration requires the dedication of substantial effort, time and resources on the part of management which may divert management’s focus and resources from other strategic opportunities and from operational matters during this process. In addition, the integration process could result in disruption of existing relationships with suppliers, employees, customers and other constituencies of each Party. There can be no assurance that management will be able to integrate the operations of each of the businesses successfully or achieve any of the synergies or other benefits that are anticipated as a result of the Arrangement. Most operational and strategic decisions and certain staffing decisions with respect to integration have not yet been made. These decisions and the integration of the two parties will present challenges to management, including the integration of systems and personnel of the two Parties which may be geographically separated, unanticipated liabilities and unanticipated costs. It is possible that the integration process could result in the loss of key employees, the disruption of the respective ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of management to maintain relationships with operators or employees or to achieve the anticipated benefits of the Arrangement. The performance of the Resulting Issuer’s operations after completion of the Arrangement could be adversely affected if Ceapro and Aeterna Zentaris cannot retain key employees to assist in the integration and operation of Ceapro and Aeterna Zentaris.

The consummation of the Arrangement may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. Although Ceapro, Aeterna Zentaris and their respective advisors have conducted due diligence on the various operations, there can be no guarantee that Ceapro will be aware of any and all liabilities of Aeterna Zentaris or the Arrangement. As a result of these factors, it is possible that certain benefits expected from the Arrangement may not be realized. Any inability of management to successfully integrate the operations could have an adverse effect on the business, financial condition and results of operations of the Resulting Issuer.

The Pro Forma Financial Statements are presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of Aeterna Zentaris following completion of the Arrangement and the Aeterna Zentaris Share Consolidation.

The Pro Forma Financial Statements included in this Circular are presented for illustrative purposes only to show the effect of the Arrangement and the Aeterna Zentaris Share Consolidation, and should not be considered to be an indication of the financial condition or results of operations of the Resulting Issuer following completion of the foregoing. For example, Pro Forma Financial Statements have been prepared using the consolidated historical financial statements of Ceapro and Aeterna Zentaris and do not represent a financial forecast or projection. In addition, the Pro Forma Financial Statements included in this Circular are based in part on certain assumptions regarding the Arrangement and the Aeterna Zentaris Share Consolidation. These assumptions may not prove to be accurate, and other factors may affect Aeterna Zentaris’ results of operations or financial condition following completion of the foregoing. Accordingly, the Pro Forma Financial Statements included in this Circular do not necessarily represent Aeterna Zentaris’ results of operations and financial condition had Ceapro and Aeterna Zentaris operated as a combined entity during the periods presented, or of Aeterna Zentaris’ results of operations and financial condition following the Arrangement.

The Pro Forma Financial Statements do not reflect all of the costs that are expected to be incurred by Ceapro and Aeterna Zentaris in connection with the Arrangement or the Aeterna Zentaris Share Consolidation.

Failure by Ceapro and/or Aeterna Zentaris to comply with applicable Laws prior to the Arrangement could subject the Resulting Issuer to penalties and other adverse consequences following completion of the Arrangement.

Aeterna Zentaris is subject to the United States Foreign Corrupt Practices Act and Aeterna Zentaris and Ceapro are subject to the Corruption of Foreign Public Officials Act (Canada). The foregoing Laws prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. In

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addition, such Laws require the maintenance of records relating to transactions and an adequate system of internal controls over accounting. There can be no assurance that either Party’s internal control policies and procedures, compliance mechanisms or monitoring programs will protect it from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti-bribery and anticorruption legislation. A failure by Ceapro or Aeterna Zentaris to comply with anti-bribery and anti-corruption legislation could result in severe criminal or civil sanctions, and may subject the Resulting Issuer to other liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the Resulting Issuer. Investigations by governmental authorities could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the Resulting Issuer.

Ceapro and Aeterna Zentaris are also subject to a wide variety of Laws relating to the environment, health and safety, intellectual property, taxes, employment, labor standards, money laundering, terrorist financing and other matters in the jurisdictions in which they operate. A failure by either of Ceapro or Aeterna Zentaris to comply with any such legislation prior to the Arrangement could result in severe criminal or civil sanctions, and may subject the Resulting Issuer to other liabilities, including fines, prosecution and reputational damage, all of which could have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the Resulting Issuer. The compliance mechanisms and monitoring programs adopted and implemented by either of Ceapro or Aeterna Zentaris prior to the Arrangement may not adequately prevent or detect possible violations of such applicable Laws. Investigations by governmental authorities could also have a material adverse effect on the business, consolidated results of operations and consolidated financial condition of the Resulting Issuer.

Following the Arrangement, the trading price of the Aeterna Zentaris Shares cannot be guaranteed, may be volatile and could be less than, on an adjusted basis, the current trading prices of Ceapro and Aeterna Zentaris due to various market-related and other factors.

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Securities of companies in biotechnology, biopharmaceutical and related industries have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. There can be no assurance that continuing fluctuations in price will not occur. The market price per Aeterna Zentaris Share is also likely to be affected by changes in Aeterna Zentaris’ financial condition or results of operations. Other factors unrelated to the performance of Aeterna Zentaris that may have an effect on the price of Aeterna Zentaris Shares include the following: (a) current events affecting the economic situation in Canada, United States and internationally; (b) changes in the market price of the commodities that Ceapro and Aeterna Zentaris sell and purchase; (c) trends in the biotechnology and biopharmaceutical industries; (d) regulatory and/or government actions, rulings or policies; (e) changes in financial estimates and recommendations by securities analysts or rating agencies; (f) acquisitions and financings; (g) the economics of current and future projects and operations of Ceapro or Aeterna Zentaris; (h) quarterly variations in operating results; (i) the operating and share price performance of other companies, including those that investors may deem comparable; (j) the issuance of additional equity securities by Ceapro or Aeterna Zentaris, as applicable, or the perception that such issuance may occur; and (k) purchases or sales of blocks of Aeterna Zentaris Shares, as applicable.

If Aeterna Zentaris were classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes, U.S. investors that hold its common shares may be subject to potentially significant adverse U.S. federal income tax consequences.

If Aeterna Zentaris were to constitute a PFIC under the meaning of section 1297 of the U.S. Tax Code for any year during a U.S. Holder’s holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to such U.S. Holder, including resulting from the ownership and disposition of Consideration Shares following the Arrangement. For a more detailed discussion of the PFIC rules, including the consequences and availability of a QEF Election or a mark-to-market election, see “ Principal U.S. Federal Income Tax Considerations - Passive Foreign Investment Company Considerations ” and “ Risk Factors Relating to the Arrangement ”.

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Investments in biopharmaceutical companies are generally considered to be speculative in nature.

The prospects for companies operating in the biopharmaceutical industry are uncertain, given the very nature of the industry, in which companies often experience lengthy development time, extensive capital requirements, rapid technological developments and a high degree of competition based primarily on scientific and technological factors. These factors include the availability to obtain patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain government approval for testing, manufacturing and marketing. Accordingly, investments in biopharmaceutical companies should be considered to be speculative assets.

The Resulting Issuer may not achieve its projected development goals in the time-frames announced and expected.

The Resulting Issuer may set goals and make public statements regarding the timing of the accomplishment of objectives material to its success, such as the commencement, enrollment and anticipated completion of clinical trials, anticipated regulatory submission and approval dates and time of product launch. The actual timing of these events can vary dramatically due to factors such as delays or failures in any clinical trials, the uncertainties inherent in the regulatory approval process and delays in achieving manufacturing or marketing arrangements sufficient to commercialize any products or product candidates. There can be no assurance that the Resulting Issuer will make regulatory submissions or receive regulatory approvals as planned. If the Resulting Issuer fails to achieve one or more of its planned milestones, the share price of the Aeterna Zentaris Shares may decline.

Competition in the Resulting Issuer’s targeted markets is intense, and development by other companies could render any of its current or future products non-competitive.

The biopharmaceutical field is highly competitive. New products developed by other companies in the industry could render any of the Resulting Issuer’s future products uncompetitive or significantly less competitive. Competitors are developing and testing products and technologies that would compete with the Resulting Issuer’s products. Some of these competitive products may be more effective or have an entirely different approach or means of accomplishing the desired effect. The Resulting Issuer expects competition from pharmaceutical and biopharmaceutical companies and academic research institutions to continue to increase over time. Many competitors and potential competitors have substantially greater product development capabilities and financial, scientific, marketing and human resources than the Resulting Issuer.

The Resulting Issuer may infringe the intellectual property rights of others.

The Resulting Issuer’s commercial success depends significantly on its ability to operate without infringing the patents and other intellectual property rights of third parties. There could be issued patents of which the Resulting Issuer is not aware that the Resulting Issuer’s products or methods may be found to infringe, or patents of which the Resulting Issuer may become aware and believes that it does not infringe, but which it may ultimately be found to infringe. Moreover, patent applications and their underlying discoveries are in some cases maintained in secrecy until patents are issued. Because patents can take many years to issue, there may be currently pending applications of which the Resulting Issuer is unaware that may later result in issued patents that the Resulting Issuer’s products or technologies are found to infringe. Moreover, there may be published pending applications that do not currently include a claim covering the Resulting Issuer’s products or technologies, but, which nonetheless, provide support for a later drafted claim that, if issued, Aeterna Zentaris’ products or technologies could be found to infringe.

If the Resulting Issuer infringes or is alleged to infringe intellectual property rights of third parties, it will adversely affect its business. Third parties may own or control these patents or patent applications in the U.S. and abroad. These third parties could bring claims against the Resulting Issuer or its collaborators that would cause the Resulting Issuer to incur substantial expenses and, if successful against the Resulting Issuer, could cause the Resulting Issuer to pay substantial damages. Further, if a patent infringement suit were brought against the Resulting Issuer or its collaborators, the Resulting Issuer could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.

The biopharmaceutical industry has produced a proliferation of patents, and it is not always clear to industry participants which patents cover various types of products. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. In the event of infringement or violation of another party’s patent

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or other intellectual property rights, the Resulting Issuer may not be able to enter into licensing arrangements or make other arrangements at a reasonable cost. Any inability to secure licenses or alternative technology could result in delays in the introduction of the Resulting Issuer’s products or lead to prohibition of the manufacture or sale of products by the Resulting Issuer or its partners and collaborators.

Patent litigation is costly and time consuming and may subject us to liabilities.

If the Resulting Issuer becomes involved in any patent litigation, interference, opposition, re-examination or other administrative proceedings, the Resulting Issuer will likely incur substantial expenses in connection therewith, and the efforts of its technical and management personnel will be significantly diverted. In addition, an adverse determination in litigation could subject the Resulting Issuer to significant liabilities.

In carrying out operations, the Resulting Issuer is expected to be dependent on a stable and consistent supply of ingredients and raw materials.

There can be no assurance that the Resulting Issuer, its contract manufacturers or its licensees, will be able, in the future, to continue to purchase products from its current suppliers or any other supplier on terms that are favorable or similar to current terms or at all. An interruption in the availability of certain raw materials or ingredients, or significant increases in the prices the Resulting Issuer pays for them, could have a material adverse effect on the Resulting Issuer’s business, consolidated results of operations and consolidated financial condition.

The Resulting Issuer will be subject to intense competition for its skilled personnel, and the loss of key personnel or the inability to attract additional personnel could impair its ability to conduct its operations.

The Resulting Issuer will be highly dependent on management and clinical, regulatory and scientific staff, the loss of whose services might adversely impact its ability to achieve its objectives. Recruiting and retaining qualified management and clinical, scientific and regulatory personnel is critical to the Resulting Issuer’s success. The competition for qualified personnel in the biopharmaceutical field is intense, and if the Resulting Issuer is not able to retain qualified personnel and/or maintain positive relationships with outside consultants, the Resulting Issuer may not be able to achieve its strategic and operational objectives.

The Resulting Issuer may be subject to litigation in the future.

The Resulting Issuer may, from time to time, be a party to litigation in the normal course of business. Monitoring and defending against legal actions, whether meritorious, is time-consuming for its management and detracts from the Resulting Issuer’s ability to fully focus its internal resources on its business activities. In addition, legal fees and costs incurred in connection with such activities may be significant and the Resulting Issuer could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. A decision adverse to the Resulting Issuer’s interests could result in the payment of substantial damages and could have a material adverse effect on the Resulting Issuer’s business, consolidated results of operations and consolidated financial condition.

With respect to any litigation, the Resulting Issuer’s insurance may not reimburse it, or may not be sufficient to reimburse it, for the expenses or losses it may suffer in contesting and concluding such lawsuit. Substantial litigation costs, including the substantial self-insured retention that the Resulting Issuer is required to satisfy before any insurance applies to a claim, unreimbursed legal fees or an adverse result in any litigation may adversely impact the Resulting Issuer’s business, operating results or financial condition.

The Resulting Issuer will be subject to the risk of product liability claims, for which it may not have or may not be able to obtain adequate insurance coverage.

The sale and use of the Resulting Issuer’s products will involve the risk of product liability claims and associated adverse publicity. Product liability claims might be made against the Resulting Issuer directly by patients, healthcare providers or pharmaceutical companies, or others selling, buying or using its products. The Resulting Issuer plans to maintain insurance covering its liability for preclinical and clinical studies as well as products liability insurance. However, the Resulting Issuer may not have or be able to obtain or maintain sufficient and affordable insurance coverage, including coverage for potentially very significant legal expenses, and without sufficient coverage any claim

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brought against the Resulting Issuer could have a materially adverse effect on its business, financial condition or results of operations.

It may be difficult for U.S. investors to obtain and enforce judgments against the Resulting Issuer because of its Canadian incorporation and German presence.

The Resulting Issuer will be a company existing under the laws of Canada. A number of the directors and officers of the Resulting Issuer are residents of Canada or otherwise reside outside the U.S., and all or a substantial portion of their assets, and a substantial portion of the Resulting Issuer’s assets, are located outside the U.S. Consequently, it may be difficult for investors in the U.S. to bring an action against such directors or officers or to enforce against those persons or the Resulting Issuer a judgment obtained in a U.S. court predicated upon the civil liability provisions of federal securities laws or other laws of the U.S. Investors should not assume that foreign courts (i) would enforce judgments of U.S. courts obtained in actions against the Resulting Issuer or such directors, officers or experts predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or “blue sky” laws of any state within the U.S. or (ii) would enforce, in original actions, liabilities against the Resulting Issuer or such directors, officers or experts predicated upon the U.S. federal securities laws or any such state securities or “blue sky” laws.

The Resulting Issuer is subject to various internal control reporting requirements under applicable Canadian securities laws and the Sarbanes-Oxley Act in the U.S. The Resulting Issuer can provide no assurance that it will, at all times in the future, be able to report that its internal controls over financial reporting are effective.

As a public company, the Resulting Issuer is required to comply with Section 404 of the U.S. Sarbanes-Oxley Act of 2002 and National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian securities administrators. The Resulting Issuer cannot be certain as to the time of completion of its internal control evaluation, testing and remediation actions or of their impact on the Resulting Issuer’s operations. Upon completion of this process, the Resulting Issuer may identify control deficiencies of varying degrees of severity under applicable SEC and Public Company Accounting Oversight Board (U.S.) rules and regulations. As a public company, the Resulting Issuer is required to report, among other things, control deficiencies that constitute material weaknesses or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Resulting Issuer’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. If the Resulting Issuer fails to comply with the requirements of Section 404 of the U.S. Sarbanes-Oxley Act of 2002 or similar Canadian requirements, or if the Resulting Issuer reports a material weakness, the Resulting Issuer might be subject to regulatory sanction and investors may lose confidence in the Resulting Issuer’s consolidated financial statements, which may be inaccurate if the Resulting Issuer fails to remedy such material weakness.

The Resulting Issuer may have material weaknesses in its internal controls over financial reporting which could have a material adverse effect on the price of the Aeterna Zentaris Shares.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to a company’s management, including its President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Aeterna Zentaris has invested resources to document and analyze its system of disclosure controls and its internal control over financial reporting which the Resulting Issuer is expected to continue to implement. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation.

The Resulting Issuer may incur losses associated with foreign currency fluctuations.

The Resulting Issuer’s operations are, in many instances, conducted in currencies other than the Resulting Issuer’s functional currency or the functional currencies of its subsidiaries. Fluctuations in the value of currencies could cause the Resulting Issuer to incur currency exchange losses. The Resulting Issuer cannot assert with any assurance that it

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will not suffer losses as a result of unfavorable fluctuations in the exchange rates between the U.S. dollar, the euro, the Canadian dollar and other currencies.

Legislative actions, new accounting pronouncements and higher insurance costs may adversely impact the Resulting Issuer’s future financial position or results of operations.

Changes in financial accounting standards or implementation of accounting standards may cause adverse, unexpected revenue or expense fluctuations and affect the Resulting Issuer’s financial position or results of operations. New pronouncements and varying interpretations of pronouncements are expected to occur in the future, and the Resulting Issuer may make or be required to make changes in its accounting policies in the future. Compliance with changing regulations of corporate governance and public disclosure, notably with respect to internal controls over financial reporting, may result in additional expenses. Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for companies such as the Resulting Issuer, and insurance costs are increasing as a result of this uncertainty.

Data security breaches may disrupt the Resulting Issuer’s operations and adversely affect the Resulting Issuer’s operating results.

The Resulting Issuer’s network security and data recovery measures and those of third parties with which it may contract with, may not be adequate to protect against computer viruses, cyber-attacks, breaches, and similar disruptions from unauthorized tampering with its computer systems. The misappropriation, theft, sabotage or any other type of security breach with respect to any of the Resulting Issuer’s proprietary and confidential information that is electronically stored, including research or clinical data, could cause interruptions in the Resulting Issuer’s operations, could result in a material disruption of the Resulting Issuer’s clinical activities and business operations and could expose the Resulting Issuer to third-party legal claims. Furthermore, the Resulting Issuer could be required to make substantial expenditures of resources to remedy the cause of cyber-attacks or break-ins. This disruption could have a material adverse impact on the Resulting Issuer’s business, operating results and financial condition. Additionally, any break-in or trespass of the Resulting Issuer’s facilities that results in the misappropriation, theft, sabotage or any other type of security breach with respect to the Resulting Issuer’s proprietary and confidential information, including research or clinical data, or that results in damage to the Resulting Issuer’s research and development equipment and assets could have a material adverse impact on the Resulting Issuer’s business, consolidated results of operations and consolidated financial condition.

The Resulting Issuer’s business processes personal information, both in connection with clinical activities and employees. The use of this information is critical to the Resulting Issuer’s operations and innovation, including the development of the Resulting Issuer’s products, as well as management of employees. New and evolving regulations, such as the European Union General Data Protection Regulation, could bring increased scrutiny of the Resulting Issuer’s data management processes in the future. Any cyber-attacks or other failure to protect critical and sensitive systems and information could damage the Resulting Issuer’s reputation, prompt litigation or lead to regulatory sanctions, all of which could materially affect the Resulting Issuer’s business, consolidated results of operations and consolidated financial condition.

In the event the Resulting Issuer loses its foreign private issuer status as of the last business day of its second fiscal quarter, it would be required to comply with the U.S. domestic reporting regime under the U.S. Exchange Act, which could cause the Resulting Issuer to incur additional legal, accounting and other expenses.

In order to maintain the Resulting Issuer’s status as a foreign private issuer, either (a) a majority of the Aeterna Zentaris Shares must not be either directly or indirectly owned of record by residents of the United States, or (b) (i) a majority of the executive officers and a majority of the directors of the Resulting Issuer must not be United States citizens or residents, (ii) more than 50 percent of the Resulting Issuer’s assets cannot be located in the United States and (iii) the Resulting Issuer’s business must be administered principally outside the United States.

There can be no assurance that the Resulting Issuer will remain a foreign private issuer in the future.

If the Resulting Issuer loses its foreign private issuer status as of June 30 of any given financial year, it would be required to comply with the U.S. Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. The Resulting Issuer may

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also be required to make changes in its corporate governance practices in accordance with various SEC rules and the Nasdaq listing standards that may not be applicable to foreign private issuers. The regulatory and compliance costs to the Resulting Issuer of complying with the reporting requirements applicable to a U.S. domestic issuer under U.S. securities laws may be higher than the costs incurred as a foreign private issuer. As a result, the Resulting Issuer would expect that a potential loss of foreign private issuer status at some future point in time could increase legal, financial reporting and accounting compliance costs, and it is difficult at this time to estimate by how much its legal, financial reporting and accounting compliance costs may increase in such eventuality.

Independent Auditors, Transfer Agent and Registrar

The independent auditors of Aeterna Zentaris following the completion of the Arrangement will continue to be Deloitte LLP, 1190 Avenue Des Canadiens-De-Montreal, Bureau 500, Montreal, Québec H3B 0M7, Canada.

The transfer agent and registrar for the Aeterna Zentaris Shares and the Warrant Agent for the Aeterna Zentaris New Warrants will be Computershare at is principal office in Montréal, Québec.

Aeterna Zentaris’ agent for service of process and SEC matters in the U.S. is its wholly-owned subsidiary, Aeterna Zentaris, Inc., located at 315 Sigma Drive, Summerville, South Carolina 29486.

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APPENDIX I

PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER (UNAUDITED)

See next page.

Pro Forma Condensed Consolidated Financial Information

(In Canadian dollars) (Unaudited)

The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and applicable Canadian securities laws.

The following unaudited pro forma condensed consolidated statement of financial position of the Combined Company and its consolidated subsidiaries after giving effect to the Transaction as of September 30, 2023 and the unaudited pro forma condensed consolidated statements of income (loss) of the Combined Company and its consolidated subsidiaries for the year ended December 31, 2022 and for the nine months ended September 30, 2023 present the combination of the financial information of Ceapro Inc. (“Ceapro”) and Aeterna Zentaris Inc. (“Aeterna Zentaris”), after giving effect to the Transaction.

The unaudited pro forma condensed consolidated statement of financial position as of September 30, 2023 gives pro forma effect to the Transaction as if it had occurred on September 30, 2023. The unaudited pro forma condensed consolidated statements of income (loss) for the year ended December 31, 2022 and for the nine months ended September 30, 2023 give pro forma effect to the Transaction as if they had occurred on January 1, 2022.

The unaudited pro forma condensed consolidated financial information has been derived from, and should be read in conjunction with, the historical financial statements of Ceapro and Aeterna Zentaris and the notes thereto, as well as the disclosures incorporated by reference in the Management Information Circular (the “Circular”).

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated financial information incorporate the significant accounting policies used by Ceapro for the respective periods in the consolidated financial statements included in this Circular.

The unaudited pro forma condensed consolidated financial information has been presented for illustrative purposes only and may not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed consolidated financial information and are subject to change as additional information becomes available and analyses are performed.

Pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial information are based on items that are factually supportable, directly attributable to the Transaction for which there are firm commitments and are expected to have a continuing impact on the unaudited pro forma condensed consolidated financial information for which completed financial effects are objectively determinable.

Description of the Transaction

Aeterna Zentaris and Ceapro entered into a binding arrangement agreement (the “Arrangement Agreement”) dated December 14, 2023 pursuant to which Aeterna Zentaris will acquire all of the issued and outstanding common shares of Ceapro (the “Transaction”). The Transaction will be effected by way of a plan of arrangement of Ceapro under the Canada Business Corporations Act pursuant to which, at closing, each outstanding Class A voting common share of Ceapro (“Ceapro Common Share”) will be exchanged for 0.09439 of a common share of Aeterna Zentaris (“Aeterna Zentaris Common Share”) (the “Exchange Ratio”).

Additionally, as part of the Transaction, Aeterna Zentaris will issue to its shareholders immediately prior to the closing of the Transaction, 0.47698 of a share purchase warrant (“New Warrant”) for each Aeterna Zentaris Common Share held. The Transaction also provides for the issuance of replacement options (“Replacement Options”) to holders of Ceapro’s outstanding options on similar terms, as adjusted by the Exchange Ratio.

Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

As a result, following the closing of the Transaction, Aeterna Zentaris will own all of the issued and outstanding Ceapro Common Shares. Following the closing of the Transaction, former shareholders of Ceapro will own approximately 50% of the Combined Company and former shareholders of Aeterna Zentaris will own approximately 50% of the Combined Company, assuming the exercise of all New Warrants.

In order to ensure that Aeterna Zentaris meets the Nasdaq listing requirements under Nasdaq Listing Rules 5505(a) and (b) which require, among other things, that listed securities of Aeterna Zentaris have a minimum bid price of US$4.00 per share, or a minimum closing price of US$2.00 to US$3.00 per share, the issued and outstanding Aeterna Zentaris Common Shares will consolidate on the basis of a range of one post-consolidation Aeterna Zentaris Common Share for every three to four pre-consolidation Aeterna Zentaris Common Shares (the “Consolidation”).

In order to become effective, the Transaction requires, among other things, Aeterna Zentaris shareholder approval, Ceapro shareholder approval, regulatory approvals, including approval of the Transaction by the Court of Kings Bench of Alberta, receipt of various stock exchange approvals and the satisfaction of certain closing conditions customary to transactions of this nature.

Anticipated Accounting Treatment

The Transaction will be accounted for as a reverse business acquisition in accordance with IFRS. Aeterna Zentaris will be treated as the “acquiree” for accounting purposes. Ceapro has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Transaction is treated as a reverse take over.

• Ceapro’s existing shareholders and Aeterna Zentaris’ existing shareholders will have the equal voting interest in the Combined Company under fully diluted basis considering the New Warrants with an approximately 50.0% voting interest each;

The Ceapro Chief Executive Officer will continue as Chief Executive Officer of the Combined Company;
Directors of Ceapro will form a majority on the board of directors of the Combined Company; and
Ceapro is the larger entity based on historical total assets, excluding cash on hand, and revenues.

The fair value of the consideration for the acquisition of the Aeterna Zentaris Common Shares will ultimately be based on the market price of the Ceapro Common Shares immediately prior to the closing of the Transaction. The market price of the Combined Company Common Share is expected to be influenced by a number of factors that are out of the control of the Combined Company, included but not limited to the market’s perception of the Transaction and other developments that could arise between the filing of this Circular and the closing of the Transaction.

Basis of Pro Forma Presentation

All dollar amounts are expressed in Canadian dollars (“C$” or “$”) unless otherwise noted as US dollars (“US$”). The historical financial information of Aeterna Zentaris has been translated to C$ from US$ based on exchange rates disclosed in the accompanying notes to the Unaudited Pro Forma Condensed Consolidated Financial Information.

Pro Forma Condensed Consolidated Financial Information

(In Canadian dollars) (Unaudited)

The following summarizes the pro forma ownership of Combined Company Common Shares following the Transaction:

	%
Shares held bycurrent Ceapro shareholders	50.0 %
Shares held bycurrent Aeterna Zentaris shareholders(1)	50.0
Pro Forma Combined Company Common Shares	100.0 %

(1) Includes the 2,534,424 Combined Company Common Shares issuable to the current Aeterna Zentaris shareholders and Aeterna Zentaris warrant holders upon exercise of their New Warrants.

Additional Combined Company Common Shares could be issued in the future that would dilute the above ownership percentages:

*Exercisable currently or immediately following the closing of the Transaction*(1)
Existing warrants issued by Aeterna Zentaris	457,648
Replacement options held byCeapro employees	231,443
Existing options held by Aeterna Zentaris employees	21,677

(1) All figures are on a pre-Consolidation basis.

Pro Forma Condensed Consolidated Statement of Financial Position September 30, 2023 (In Canadian dollars) (Unaudited)

	Ceapro Inc. Aeterna Zentaris Inc. Transaction Accounting Adjustments	Notes	Pro Forma Combined Company
	$ $ $		$
	Note4(a) Note 3
ASSETS
Current assets
Cashand cashequivalents	11,355,731 52,398,112 (2,766,181)	4(d)	57,038,264
	(3,949,398)	4(e)
Trade and other receivables Trade receivables Other receivables	⎯ 738,192 1,064,739 982,895 ⎯ (982,895) 81,844 ⎯ (81,844)	4(b) 4(b) 4(b)	1,802,931 ⎯ ⎯
Inventory	5,370,967 123,032		5,493,999
Income taxes receivable	⎯ 156,832		156,832
Prepaid expenses and other current
assets	214,371 3,247,504		3,461,875
Total current assets	18,005,808 56,663,672 (6,715,579)		67,953,901

Non-current assets
Investment tax credits receivable	854,895 ⎯		854,895
Deposits	76,954 ⎯		76,954
Licenses	10,366 ⎯		10,366
Restricted cash equivalents	⎯ 432,640		432,640
Property and equipment Intangible assets	14,996,189 344,760 ⎯ ⎯ 2,950,064	4(c)	15,340,949 2,950,064
Total non-current assets	15,938,404 777,400 2,950,064		19,665,868
Total assets	33,944,212 57,441,072 (3,765,515)		87,619,769

LIABILITIES
Current liabilities
Payables and accruedliabilities	1,246,197 4,461,600		5,707,797
Provisions	⎯ 75,712		75,712
Income taxespayable	⎯ 143,312		143,312
Deferred revenues	⎯ 121,680		121,680
Deferred gain Warrant liability DSU liability	⎯ 715,208 ⎯ ⎯ 4,828,499 (4,815,406) ⎯ ⎯ 376,117	4(c) 4(f) 4(c)	715,208 13,093 376,117
Lease liabilities	391,241 198,744		589,985
Total current liabilities	1,637,438 5,716,256 389,210		7,742,904
Non-current liabilities
Deferred revenues	⎯ 2,226,744		2,226,744
Deferred tax liabilities	390,109 ⎯		390,109
Lease liabilities	1,953,295 94,640		2,047,935
Employee future benefits	⎯ 13,661,960		13,661,960
Provisions	⎯ 213,616		213,616
Total non-current liabilities	2,343,404 16,196,960 ⎯		18,540,364
Total liabilities	3,980,842 21,913,216 389,210		26,283,268

Pro Forma Condensed Consolidated Statement of Financial Position September 30, 2023

(In Canadian dollars)

(Unaudited)

Shareholders’ equity
Share capital	16,721,867 396,690,320 (396,690,320)	4(c)	30,811,996
	9,274,723 4,815,406	4(c) 4(f)
Contributed surplus	4,941,386 129,476,984 (129,476,984)	4(c)	4,951,849
	10,463	4(c)
Retained earnings (Deficit)	8,300,117 (489,542,976) (3,949,398) 493,492,374 20,038,720 (2,766,181)	4(e) 4(c) 4(c) 4(d)	25,572,656
Accumulated other comprehensive
loss	⎯ (1,096,472) 1,096,472	4(c)	⎯
Total Shareholders’ equity	29,963,370 35,527,856 (4,154,725)		61,336,501
Total liabilities and shareholders’
equity	33,944,212 57,441,072 (3,765,515)		87,619,769

Pro Forma Condensed Consolidated Statement of Income (Loss) For the year ended December 31, 2022 (In Canadian dollars) (Unaudited)

	Ceapro Inc. Aeterna Zentaris Inc. Transaction Accounting Adjustments	Notes	Pro Forma Combined Company
	$ $ $		$
	Note 5(a) Note 3
Revenues	18,839,607 7,363,584		26,203,191
Cost of goods sold Gross margin	7,821,908 204,979		8,026,887
	11,017,699 7,158,605 ⎯		18,176,304
Research and development	1,788,666 16,327,834 231,748	5(f)	18,348,248
Selling, general and administrative	⎯ 10,745,088 3,730,056	5(b)	21,190,723
	2,766,181	5(d)
	3,949,398	5(e)
General and administration	3,700,498 ⎯ (3,700,498)	5(b)	⎯
Sales and marketing	29,558 ⎯ (29,558)	5(b)	⎯
Finance costs	184,967 ⎯ (184,967)	5(b)	⎯
Impairment of intangible assets	⎯ 762,470		762,470
Impairment of goodwill	⎯ 9,977,395		9,977,395
Impairment of other assets	⎯ 161,894		161,894
Bargain purchase gain	⎯ ⎯ (20,038,720)	5(c)	(20,038,720)
Income (loss) from operations	5,314,010 (30,816,076) 13,276,360		(12,225,706)
Finance costs	⎯ 3,917 184,967	5(b)	188,884
Other income	(462,905) (1,147,622)		(1,610,527)
Income (loss) before income taxes	5,776,915 (29,672,371) 13,091,393		(10,804,063)

Income tax expense	1,378,817 ⎯ (636,222)	5(g)	742,595
Net income (loss)	4,398,098 (29,672,371) 13,727,615		(11,546,658)
Basic and diluted loss per share	0.06	7	(0.78)

Weighted average number of shares outstanding Basic Diluted	77,961,714 78,582,083	7 7	14,780,393 14,780,393

Pro Forma Condensed Consolidated Statement of Income (Loss) For the nine months ended September 30, 2023 (In Canadian dollars) (Unaudited)

	Ceapro Inc. Aeterna Zentaris Inc. Transaction Accounting Adjustments	Notes	Pro Forma Combined Company
	$ $ $		$
	Note 6(a) Note 3
Revenues	7,982,542 5,902,822		13,885,364
Cost of goods sold Gross margin	4,226,411 225,216		4,451,627
	3,756,131 5,677,606 ⎯		9,433,737
Research and development	2,085,127 13,070,631 179,536	6(c)	15,335,294
Selling, general and administrative	⎯ 8,266,918 5,152,869	6(b)	13,419,787
General and administration	5,119,395 ⎯ (5,119,395)	6(b)	⎯
Sales and marketing	33,474 ⎯ (33,474)	6(b)	⎯
Finance costs	152,894 ⎯ (152,894)	6(b)	⎯
Loss from operations	(3,634,759) (15,659,943) (26,642)		(19,321,344)
Finance income	⎯ (996,615) 152,894	6(b)	(843,721)
Other expense (income)	(348,957) 59,338		(289,619)
Loss before income taxes	(3,285,802) (14,722,666) (179,536)		(18,188,004)

Income tax benefit	(705,859) ⎯		(705,859)
Net loss	(2,579,943) (14,722,666) (179,536)		(17,482,145)
Basic and diluted loss per share	(0.03)	7	(1.18)

Weighted average number of shares outstanding (basic and diluted)	78,265,631	7	14,780,393

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

1. Description of the Transaction

Summary of business

Ceapro is a Canadian biopharmaceutical company involved in the development and commercialization of “active ingredients” derived from oats and other renewable plant resources for healthcare and cosmetic industries. Ceapro's primary business activities relate to the development and commercialization of natural products for the personal care, cosmetic, human and animal health industries using proprietary technology, natural, renewable resources and developing innovative products, technologies and delivery systems.

Aeterna Zentaris is a specialty biopharmaceutical company commercializing and developing therapeutics and diagnostic tests. Aeterna Zentaris’ lead product, Macrilen[®] (macimorelin), is the first and only U.S. Food and Drug Administration (“FDA”) and European Medicines Agency (“EMA”) approved oral test indicated for the diagnosis of patients with adult growth hormone deficiency (“AGHD”). Macimorelin is currently marketed under the tradename Ghryvelin™ in the European Economic Area and the United Kingdom through an exclusive licensing agreement with Pharmanovia. Aeterna Zentaris’ several other license and commercialization partners are also seeking approval for commercialization of macimorelin in Israel and the Palestinian Authority, the Republic of Korea, Turkey and several non-European Union Balkan countries. Aeterna Zentaris is actively pursuing business development opportunities for the commercialization of macimorelin in North America, Asia and the rest of the world. Aeterna Zentaris is also dedicated to the development of therapeutic assets and has taken steps to establish a pre-clinical pipeline to potentially address unmet medical needs across several indications with a focus on rare or orphan indications.

Aeterna Zentaris and Ceapro entered into a binding arrangement agreement (the “Arrangement Agreement”) dated December 14, 2023 pursuant to which Aeterna Zentaris will acquire all of the issued and outstanding common shares of Ceapro (the “Transaction”). The Transaction will be effected by way of a plan of arrangement of Ceapro under the Canada Business Corporations Act pursuant to which, at closing, each outstanding Ceapro common share will be exchanged for 0.09439 of a Aeterna Zentaris Common Share (the “Exchange Ratio”).

2. Basis of presentation

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and applicable Canadian securities laws.

The Ceapro Chief Executive Officer will continue as Chief Executive Officer of the Combined Company;
Directors of Ceapro will form a majority on the board of directors of the Combined Company; and
Ceapro is the larger entity based on historical total assets excluding cash on hand and revenues.

On January 8, 2024, the trading price of Ceapro Common Shares was $0.18 per share. For purposes of the accompanying unaudited pro forma condensed consolidated financial information, the estimated fair value of the Combined Company Common Shares is preliminary and will change based fluctuations in the trading prices of the Ceapro Common Shares through to the closing of the Transaction. Adjustments to the Combined Company’s ultimate accounting for the Transaction arising from such changes could be material. The following unaudited pro forma condensed consolidated statement of financial position of the Combined Company and its consolidated subsidiaries after giving effect to the Transaction as of September 30, 2023 and the unaudited pro forma condensed consolidated statements of income (loss) of the Combined Company and its consolidated subsidiaries for the nine months ended September 30, 2023 and for the year ended December 31, 2022 present the combination of the financial information of Ceapro and Aeterna Zentaris, after giving effect to the Transaction.

The unaudited pro forma condensed consolidated financial information does not include any operating efficiencies or cost savings and accordingly only includes Transaction accounting adjustments. The Transaction accounting adjustments presented in the pro forma financial information are made to provide relevant information necessary for an understanding of the Combined Company reflecting the accounting for the Transaction.

The unaudited pro forma condensed consolidated statement of financial position as of September 30, 2023 has been prepared by management for the purposes of presenting the impact of the Transaction as if it had occurred on September 30, 2023. The unaudited pro forma condensed consolidated statement of income (loss) for the nine months ended September 30, 2023 and for the year ended December 31, 2022 have been prepared by management for the purposes of presenting the impact of the Transaction as if it had occurred on January 1, 2022.

The unaudited pro forma condensed consolidated financial information has been derived from and should be read in conjunction with:

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

• The audited consolidated financial statements and related notes of Ceapro Inc. as at and for the year ended December 31, 2022;

• The unaudited condensed interim consolidated financial statements and related notes of Ceapro Inc. as at and for the nine months ended September 30, 2023;

• The audited consolidated financial statements and related notes of Aeterna Zentaris Inc. as at and for the year ended December 31, 2022; and

• The unaudited condensed interim consolidated financial statements and related notes of Aeterna Zentaris Inc. as at and for the nine months ended September 30, 2023.

The unaudited pro forma condensed consolidated financial information, including the notes thereto, should be read in conjunction with the Ceapro and Aeterna Zentaris historical financial statements, and their respective Management’s Discussion and Analysis of financial condition and results of operations incorporated by reference in this Circular. The historical financial information of Ceapro and Aeterna Zentaris are prepared in accordance with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.

The unaudited pro forma condensed consolidated financial information is based on assumptions and adjustments that are described in the accompanying notes. The pro forma adjustments presented herein are preliminary and are based on available financial information and certain estimates and assumptions. Management believes that such assumptions provide a reasonable basis for presenting all the significant effects of the contemplated transactions, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied to the unaudited pro forma condensed consolidated financial information. The actual adjustments to the consolidated financial statements of the Combined Company will likely differ from the pro forma adjustments herein.

The unaudited pro forma condensed consolidated financial information has been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors, and it is possible the difference may be material.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the Transaction are based on certain currently available information and certain assumptions and methodologies that Management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transaction based on information available at

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial information.

Ceapro and Aeterna Zentaris have not had any historical relationship prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The following summarizes the pro forma ownership of Combined Company Common Shares following the Transaction:

	%
Shares held bycurrent Ceapro shareholders	50.0 %
Shares held bycurrent Aeterna Zentaris shareholders(1)	50.0
Pro Forma Combined Company Common Shares	100.0 %

(1) Includes the 2,534,424 Combined Company Common Shares issuable to the current Aeterna Zentaris shareholders and Aeterna Zentaris warrant holders upon exercise of their New Warrants.

Additional Combined Company Common Shares could be issued in the future that would dilute the above ownership percentages:

*Exercisable currently or immediately following the closing of the Transaction*(1)
Existing warrants issued by Aeterna Zentaris	457,648
Replacement options held byCeapro employees	231,443
Existing options held by Aeterna Zentaris employees	21,677

(1) All figures are on a pre-Consolidation basis.

3. Adjustments to Unaudited Pro Forma Condensed Consolidated Financial Information

The historical financial information of Aeterna Zentaris was presented in US dollars. The following tables reflect the adjusted financial statements derived from the audited consolidated financial statements of Aeterna Zentaris as at and for the year ended December 31, 2022 and the unaudited condensed interim consolidated financial statements of Aeterna Zentaris for the nine months ended September 30, 2023 as a result of the translation from US Dollars ("US$") to Canadian Dollars ("C$") and reclassifications from line to line in order to provide a consistent classification and presentation with the Combined Company’s consolidated financial statement presentation (the "adjustments"). Management has reviewed and determined there were no significant differences in accounting policies applied by Aeterna Zentaris and Ceapro. These adjustments reflect Management’s best estimates based upon the information currently available to Management and could be subject to change once more detailed information is obtained.

The statement of financial position as at September 30, 2023 was translated at a spot exchange rate of C$1.3520 = US$1.00. The statement of income (loss) for the year ended December 31, 2022 was translated at the average exchange rate of C$1.3056 = US$1.00, and the statement of income (loss) for the nine months ended September 30, 2023 was translated at the average exchange rate of C$1.3486 = US$1.00.

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars)

(Unaudited)

The table below presents Aeterna Zentaris’ statement of financial position as at September 30, 2023, converted in Canadian dollars:

	Thousands of US$ Reclassifications	US$	C$
ASSETS
Current assets
Cash and cash equivalents	38,756	38,756,000	52,398,112
Trade and other receivables	546	546,000	738,192
Inventory	91	91,000	123,032
Income taxesreceivable	116	116,000	156,832
Prepaid expenses and other
current assets	2,402	2,402,000	3,247,504
Total current assets	41,911 ⎯	41,911,000	56,663,672

Non-current assets
Restricted cash equivalents	320	320,000	432,640
Propertyand equipment	255	255,000	344,760
Total non-current assets	575 ⎯	575,000	777,400
Total assets	42,486 ⎯	42,486,000	57,441,072

LIABILITIES
Current liabilities
Payables and accruedliabilities	3,300	3,300,000	4,461,600
Provisions	56	56,000	75,712
Income taxes payable	106	106,000	143,312
Deferred revenues	90	90,000	121,680
Deferred gain	529	529,000	715,208
Lease liabilities	147	147,000	198,744
Total current liabilities	4,228 ⎯	4,228,000	5,716,256
Non-current liabilities
Deferred revenues Leaseliabilities	1,647 70	1,647,000 70,000	2,226,744 94,640
Employee future benefits	10,105	10,105,000	13,661,960
Provisions	158	158,000	213,616
Total non-current liabilities	11,980 ⎯	11,980,000	16,196,960
Total liabilities	16,208 ⎯	16,208,000	21,913,216

Shareholders’ equity
Share capital	293,410	293,410,000	396,690,320
Warrants	5,085 (5,085)	⎯	⎯
Contributed surplus	90,682 5,085	95,767,000	129,476,984
Deficit	(362,088)	(362,088,000)	(489,542,976)
Accumulated other
comprehensive loss	(811)	(811,000)	(1,096,472)
Total Shareholders’ equity	26,278 ⎯	26,278,000	35,527,856
Total liabilities and
shareholders’ equity	42,486 ⎯	42,486,000	57,441,072

Notes to the Pro Forma Condensed Consolidated Financial Information

(In Canadian dollars) (Unaudited)

The table below presents Aeterna Zentaris’ statement of net loss for the year ended December 31, 2022, converted in Canadian dollars.

	Thousands of US$ Reclassifications	US$	C$
Revenues	5,640	5,640,000	7,363,584
Cost of goods sold Gross margin Expenses Cost of sales	157	157,000	204,979
	157 (157)	5,483,000	7,158,605
Research and development	12,506	12,506,000	16,327,834
Selling, general and administrative	8,230	8,230,000	10,745,088
Impairment of intangible assets	584	584,000	762,470
Impairment of goodwill	7,642	7,642,000	9,977,395
Impairment of other assets	124	124,000	161,894
Total operating expenses	29,243

Loss from operations	(23,603) ⎯	(23,603,000)	(30,816,076)

Finance costs	⎯ 3	3,000	3,917
Other income	⎯ (879)	(879,000)	(1,147,622)

Gain due to changes in foreign currency exchange rates	(879) 879
Other finance costs	3 (3)
Net finance income	(876) 876

Net loss	(22,727) ⎯	(22,727,000)	(29,672,371)

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

The table below presents Aeterna Zentaris’ statement of net loss for the nine months ended September 30, 2023, converted in Canadian dollars.

	Thousands of US$ Reclassifications	US$	C$
Revenues	4,377	4,377,000	5,902,822
Cost of goods sold Gross margin Expenses Cost of sales	167	167,000	225,216
	167 (167)	4,210,000	5,677,606
Research and development	9,692	9,692,000	13,070,631
Selling, general and administrative	6,130	6,130,000	8,266,918
Total operating expenses	15,989

Loss from operations	(11,612) ⎯	(11,612,000)	(15,659,943)

Finance income	⎯ (739)	(739,000)	(996,615)
Other expense (income)	⎯ 44	44,000	59,338

Loss due to changes in foreign currency exchange rates	44 (44)
Interest income	(739) 739
Net finance income	(695) 695

Net loss	(10,917) ⎯	(10,917,000)	(14,722,666)

4. Adjustments to the Pro Forma Condensed Consolidated Statement of Financial Position

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro Forma Notes

(a) Derived from the consolidated statement of financial position of Ceapro Inc. as at September 30, 2023.
(b) To reflect reclassifications from line to line in order to provide a consistent classification and presentation of the Combined Company consolidated financial statement presentation.

Pro forma Transaction Accounting Adjustments

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

To reflect the preliminary estimated gain on bargain purchase recognized in accordance with IFRS 3, for the excess of the net acquisition date amounts of the identifiable assets acquired and liabilities assumed over the fair value of consideration transferred.

The following table reflects the effect of Aeterna Zentaris’ preliminary purchase price allocation:

Number	$
Purchaseprice
Equityinstruments:
Shares deemed issued to Aeterna Zentaris shareholders(1) 4,855,876
	9,274,723
Replacement share-basedpayment awards:
Equity-settled options(2) 53,400	10,463
Cash-settled DSUs(2) 196,920	376,117
	9,661,303

Provisional recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents(4)	48,448,714
Trade and other receivables	738,192
Inventories Income tax receivables Prepaid expenses and deposits Restricted cash equivalents Property and equipment Intangible assets(5) Accounts payable and accrued liabilities Provisions Income tax payable Deferred revenues Deferred gain Lease liabilities Employee future benefits Warrant liability(3) Total provisional identifiable net assets (liabilities)	123,032 156,832 3,247,504 432,640 344,760 2,950,064 (4,461,600) (289,328) (143,312) (2,348,424) (715,208) (293,384) (13,661,960) (4,828,499) 29,700,023
Gain on bargainpurchase	(20,038,720 )
Total	9,661,303

(1) The fair value of the 4,855,876 common shares deemed issued to Aeterna Zentaris shareholders of $1.91 per share was based on the listed share price of Ceapro as at January 8, 2024, after giving effect to the exchange of each outstanding Ceapro Common Share for 0.09439 of a Aeterna Zentaris Common Share.

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

(2) In accordance with the terms of the Arrangement Agreement, Aeterna Zentaris’ share-based payment awards held by employees of Aeterna Zentaris continued with no modifications and are deemed to be replacement awards issued.

The value of the replacement awards is $393,905, after taking into account an estimated forfeiture rate of nil. The consideration for the business combination includes $10,463 for equity-settled options and $376,117 for cash-settled DSUs transferred to employees of Aeterna Zentaris when the acquiree's awards were substituted by the replacement awards, which relates to past service. The balance of $7,325 will be recognized as post-acquisition compensation cost.

The fair value at acquisition date was estimated using a Black-Scholes option pricing model, considering the terms and conditions upon which the options and DSUs were granted, using the following assumptions:

	Options DSUs
Expected dividend yield	0.0% 0.0%
Weighted average expected volatility	65% 65%
Weighted average risk-free rate	3.69% 3.08%
Weighted average expected life (years)	2.79 9.13
Share price	$ 1.91 $ 1.91
Weighted average exercise price	$ 10.62 ⎯
Weighted average fair value	$ 0.33 $ 1.91

The expected volatility of these options and DSUs was determined using historical volatility rates and the expected life was determined using the weighted average life of past options issued.

Prior to the Transaction, the conditions of the DSUs were modified which caused a change in their classification to cash-settled share-based payments.

(3) The fair value of the warrant liability of $4,828,499 includes $13,093 for the 457,648 existing warrants of Aeterna Zentaris and $4,815,406 for the 2,534,424 New Warrants issued to Aeterna Zentaris shareholders and warrant holders.

The fair value of the 457,648 warrants deemed issued to Aeterna Zentaris warrant holders was estimated using a Black-Scholes option pricing model, considering the terms and conditions upon which the warrants were issued, using the following assumptions:

	Warrants
Expected dividend yield	0.0%
Weighted average expected volatility	65%
Weighted average risk-free rate	4.91%
Weighted average expected life (years)	1.87
Share price	$ 1.91
Weighted average exercise price	$ 21.76
Weighted average fair value	$ 0.03

The fair value of the 2,534,424 New Warrants issued to Aeterna Zentaris shareholders was based on the listed share price of Ceapro as at January 8, 2024 less the exercise price of US$0.01, after giving effect to the exchange of each outstanding Ceapro Common Share for 0.09439 of a Aeterna Zentaris Common Share.

(4) The fair value of cash and cash equivalents was based on the carrying value balance per note 3. The balance was adjusted to recognize the payment of estimated non-recurring incremental transaction costs of Aeterna Zentaris described in note 4(e).
(5) The identifiable intangible assets consist of patents expiring between 2027 and 2041 which will be amortized on their respective remaining patent life.

The final determination of the purchase price allocation of the business acquisition will be based on Aeterna Zentaris’ net assets acquired as of the acquisition date. The purchase price allocation may change

Notes to the Pro Forma Condensed Consolidated Financial Information

(In Canadian dollars) (Unaudited)

materially based on the receipt of more detailed information. Therefore, the actual allocations will differ from the pro forma adjustments presented.

(d) To reflect the payment of $2,766,181 estimated non-recurring incremental transaction costs of Ceapro, including banking, printing, legal and accounting services which are incremental cost of the Transaction, that are not recorded in its September 30, 2023 financial statements as an increase to general and administrative expense as if the transactions had occurred on September 30, 2023. The transaction is not expected to have a recurring impact.
(e) To reflect the payment of $3,949,398 estimated non-recurring incremental transaction costs of Aeterna Zentaris, including banking, printing, legal and accounting services which are incremental cost of the Transaction, that are not recorded in its September 30, 2023 financial statements as an increase to general and administrative expense as if the transactions had occurred on September 30, 2023. The transaction is not expected to have a recurring impact.
(f) To reflect the exercise of the 2,534,424 New Warrants to purchase Combined Company Common Shares by Aeterna Zentaris shareholders and warrant holders on a cashless basis. This assumes that all holders would exercise their New Warrants.

5. Adjustments to the Pro Forma Condensed Consolidated Statement of income (loss) for the year ended December 31, 2022

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro Forma Notes

(a) Derived from the consolidated statement of net income and comprehensive income of Ceapro Inc. for the year ended December 31, 2022.
(b) To reflect reclassifications from line to line in order to provide a consistent classification and presentation of the Combined Company consolidated financial statement presentation.

Pro forma Transaction Accounting Adjustments

(c) To reflect the preliminary gain on bargain purchase recognized in accordance with IFRS 3, for the excess of the net acquisition date amounts of the identifiable assets acquired and liabilities assumed over the fair value of consideration transferred. The adjustment is not expected to have a continuing effect on the operating results of the Combined Company (see note 4(c)).
(d) To reflect Ceapro’s estimated incremental advisory, legal, accounting, and other professional fees of $2,766,181 related to the Transaction. This estimate may change as additional information becomes known. The transaction is not expected to have a recurring impact.
(e) To reflect Aeterna Zentaris’ estimated incremental advisory, legal, accounting, and other professional fees of $3,949,398 related to the Transaction. This estimate may change as additional information becomes known. The transaction is not expected to have a recurring impact.
(f) To reflect the amortization of identifiable intangible assets acquired in the Transaction (see note 4(c)).
(g) To reflect income tax related to the pro forma Transaction accounting adjustments estimated using a rate of 23%.

6. Adjustments to the Pro Forma Condensed Consolidated Statement of income (loss) for the nine months ended September 30, 2023

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars) (Unaudited)

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro Forma Notes

(a) Derived from the consolidated statement of loss (income) and comprehensive loss (income) of Ceapro Inc. for the nine months ended September 30, 2023.
(b) To reflect reclassifications from line to line in order to provide a consistent classification and presentation of the Combined Company consolidated financial statement presentation.

Pro forma Transaction Accounting Adjustments

7. Pro forma loss per share

For purposes of the unaudited pro forma condensed consolidated financial information, the pro forma loss per share figures have been calculated using the pro forma weighted average number of Combined Company Common Shares which would have been outstanding for the nine months ended September 30, 2023 and year ended December 31, 2022, assuming the completion of the Transaction, on January 1, 2022.

Basic and diluted net loss per share is calculated by dividing the net loss for the period by the pro forma weighted average number of Combined Company Common Shares that would have been outstanding during the period using the treasury stock method. The weighted average number of common shares was determined by taking the historical weighted average number of Company Common Shares and adjusting for the shares issued under the Transaction:

	Year ended December 31, 2022	Nine months ended September 30, 2023
	$ (11,546,658) 14,780,393 (0.78)	$
Net loss		(17,482,145)

On a pre-Consolidation basis:		14,780,393
Basic and diluted weighted-average shares outstanding
Basic and diluted lossper share		(1.18)
	4,926,798
On the basis of a consolidation ratio of one post-consolidation Aeterna Zentaris Common Share for every three pre- consolidation Aeterna Zentaris Common Shares:
Basic and diluted weighted-average shares outstanding		4,926,798
Basic and diluted lossper share	(2.34)	(3.55)

On the basis of a consolidation ratio of one post-consolidation Aeterna Zentaris Common Share for every four pre- consolidation Aeterna Zentaris Common Shares:

Notes to the Pro Forma Condensed Consolidated Financial Information (In Canadian dollars)

(Unaudited)

Basic and diluted weighted-average shares outstanding	3,695,098	3,695,098
Basic and diluted lossper share	(3.12)	(4.73)
	7,390,093 7,390,300

Combined Company Common Shares owned by Ceapro shareholders(2)		7,390,093
Combined Company Common Shares owned by Aeterna Zentaris shareholders(1) (2)		7,390,300
Total weighted average number of Combined Company Common Shares outstanding on a pre-Consolidation basis	14,780,393 253,120 457,648	14,780,393

Items excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
Stock options(2)		253,120
Warrants(2)		457,648

(1) Includes the 2,534,424 Combined Company Common Shares issuable to the current Aeterna Zentaris shareholders and Aeterna Zentaris warrant holders upon exercise of their New Warrants.

(2) Figures are on a pre-Consolidation basis.

AI assistant

Ceapro Inc. — Proxy Solicitation & Information Statement 2024

44617_rns_2024-02-15_779c11dc-412e-43c7-9fc2-626a934da980.pdf

FOR

Comprehensive Negotiations and Investor Protections

Arrangement

Special Committee and Board Recommendation

The Meeting

CEAPRO INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND OPTIONHOLDERS

TO BE HELD ON MARCH 12, 2024

IN THE COURT OF KING’S BENCH OF ALBERTA JUDICIAL DISTRICT OF EDMONTON

IN THE MATTER OF SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT, RSC 1985, c C-44, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING CEAPRO INC., AETERNA ZENTARIS INC. AND THE SECURITYHOLDERS OF CEAPRO INC.

NOTICE OF ORIGINATING APPLICATION

TABLE OF CONTENTS

APPENDICES

GLOSSARY OF TERMS

“ Arm’s Length ” has the meaning ascribed thereto in the Tax Act.

FREQUENTLY ASKED QUESTIONS

General Questions

Q: When and where is the Meeting?

Registered Securityholders

Duly appointed proxyholders

See “ General Proxy Matters – Appointment of Proxies ”.

Q: Who is soliciting my proxy?

See “ General Proxy Matters – Solicitation of Proxies ”.

Q: Who can attend and vote at the Meeting?

See “ General Proxy Matters – Attending and Participating in the Meeting ”.

Q: What constitutes a quorum?

Q: How many Securities are entitled to vote?

Q: How do I vote my Securities?

See “ General Proxy Matters – Registered Shareholders ”.

See “ General Proxy Matters – Non-Registered Shareholders ”.

See “ General Proxy Matters – Appointment of Proxies ”.

Q: Can I change my vote after I submitted a signed proxy?

Q: How can I revoke my proxy?

See “ General Proxy Matters – Voting by Proxyholders ”.

Q: What if I need technical assistance?

Questions Relating to the Arrangement

Q: What is the Arrangement?

Q: What am I voting on with respect to the Arrangement?

Q: What will I receive for my Securities under the Arrangement?

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

Q: Have any directors, executive officers or Securityholders already agreed to vote in favour of the Arrangement Resolution or lock-up their Securities?

Q: Do any directors or executive officers of Ceapro have any interests in the Arrangement that are different from, or in addition to, those of the Securityholders?

Q: Will the Shares continue to be listed on the TSXV and the OTCQX after the Arrangement?

Q: Should I send in my Letter of Transmittal and Share certificate(s) or DRS Advice(s) now?

Q: What happens if I send in my Share certificate(s) or DRS Advice(s) and the Arrangement Resolution is not approved or the Arrangement is not completed?

Q:

Q: Will I receive a fractional Consideration Share?

Q: How will I know when the Arrangement has become effective?

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

See “ Risk Factors relating to the Arrangement ”.

Q: What are the principal income tax consequences of the Arrangement?

Q: Am I entitled to Dissent Rights?

Q: What will happen to the Shares that I currently own after completion of the Arrangement?

Q: Who do I contact to answer my questions?

CEAPRO INC.

MANAGEMENT INFORMATION CIRCULAR

INTRODUCTION

Defined Terms

Information Contained in this Circular

Information Regarding Ceapro

Information Regarding Aeterna Zentaris

Information Regarding the Resulting Issuer

Financial Information

Currency

Tax Matters

Risk Factors

Notice to Securityholders in the United States

Consideration Shares and Replacement Options

Canadian Circular

IFRS Accounting Principles

Enforcement of Civil Liabilities

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

SUMMARY INFORMATION

Meeting

Procedure for the Arrangement to Become Effective

See “ The Arrangement – Procedure for the Arrangement Becoming Effective ”.

Effects of the Arrangement

Ceapro Inc. Proxy Solicitation & Information Statement 2024