Aeterna Zentaris and Ceapro Announce Merger of Equals to Create a Diversified Biopharmaceutical Company TORONTO and EDMONTON

Zentaris and Ceapro Announce Merger of Equals to Create a Diversified Biopharmaceutical Company

and EDMONTON, December 14, 2023 - Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) ("Aeterna") and Ceapro

Inc. (TSXV: CZO) (OTCQX: CRPOF) ("Ceapro"), two innovative biopharmaceutical development companies, today announced

that they have entered into a definitive agreement to combine operations in an all-stock merger of equals transaction (the "Transaction").

The combined company is expected to be listed on the Nasdaq Capital Market ("Nasdaq") and the Toronto Stock Exchange

(the "TSX"), subject to the receipt of all necessary approvals. A new name for the combined company will be announced

in the coming weeks and the Transaction is expected to close in the first quarter of 2024.

combination is attractive for shareholders of both companies, as it is expected to create a long-term sustainable business, which is

optimally positioned to deliver value as the biopharma sector recovers from its current levels.

attributes of the combined company include:

board of directors conducted a fulsome review of strategic alternatives to maximize value for shareholders and, following extensive discussions,

believes the transaction announced today presents a compelling upside opportunity for investors in both companies," said Carolyn

Egbert, Chair of Aeterna. "Ceapro has well-established and growing commercial operations, with potential value-creating pipeline

opportunities in large and growing cosmetic and consumer health markets. We believe that the new company will have the capital resources

to support this ongoing growth, in addition to continuing to maximize the value of Aeterna's existing assets, including Macimorelin."

are thrilled with this exciting transaction to merge with Aeterna and combine two complementary companies and teams, in support of our

plan to drive significant growth," said Ronnie Miller, Chairman of Ceapro. "After careful consideration, we believe this

transaction is the best way forward for Ceapro and our valued shareholders."

Gagnon, Chief Executive Officer of Ceapro, added: "The transaction provides us with the additional capital and internal capabilities

to fully support near-term revenue generating cosmeceutical and nutraceutical product development programs, while achieving Ceapro's

previously stated objective of expanding further into the pharmaceutical space, which we will be able to do via the exciting projects

Aeterna has been developing, even as we seek to extract additional value from Ceapro's core technologies. This is an exciting day

for stakeholders of both companies who share a bright future together."

of Directors' Recommendations

board of directors (the "Aeterna Board") appointed a strategic committee of independent directors to, among other

matters, consider strategic alternatives for Aeterna, including reviewing and considering the Transaction, and to provide the Aeterna

Board with advice and recommendations with respect to the Transaction. Based on the unanimous recommendation of the Aeterna strategic

committee and after consultation with its outside financial and legal advisors, the Aeterna Board, with Gilles Gagnon declaring his conflict

of interest as a director and the Chief Executive Officer of Ceapro and therefore abstaining from voting, unanimously approved the Transaction.

The Aeterna Board recommends that Aeterna shareholders vote in favour of the Transaction.

James has provided an opinion to the Aeterna Board to the effect that, as of the date thereof, and based upon and subject to the assumptions,

limitations and qualifications stated therein, the Transaction is fair, from a financial point of view, to Aeterna's shareholders.

board of directors (the "Ceapro Board") appointed a special committee of independent directors to, among other matters,

consider strategic alternatives for Ceapro, including reviewing and considering the Transaction, and to provide the Ceapro Board with

advice and recommendations with respect to the Transaction. Based on the unanimous recommendation of the Ceapro special committee and

after consultation with its outside financial and legal advisors, the Ceapro Board, with Gilles Gagnon declaring his conflict of interest

as a director of Aeterna and therefore abstaining from voting, unanimously approved the Transaction. The Ceapro Board recommends that

Ceapro shareholders and optionholders vote in favour of the Transaction.

Burton Securities Inc. has provided a fairness opinion to the Ceapro Board to the effect that, as of the date thereof, and based upon

and subject to the assumptions, limitations and qualifications stated therein, the Exchange Ratio (as defined below) is fair, from a

financial point of view, to the Ceapro shareholders and optionholders.

Transaction is structured as a merger of equals business combination. The terms of the Transaction are set out in a definitive arrangement

agreement (the "Arrangement Agreement") between Aeterna and Ceapro. The Transaction will be effected by way of a plan

of arrangement in respect 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 an Aeterna common share (the "Exchange Ratio") with the result

that Ceapro will become a wholly-owned subsidiary of Aeterna.

as part of the Transaction, Aeterna will issue to its shareholders immediately prior to the closing of the Transaction, 0.47698 of a

share purchase warrant ("Transaction Warrant") for each Aeterna common share held as of such date. Each Transaction

Warrant will have a term of three years and each whole Transaction Warrant will be exercisable to purchase one common share of Aeterna

at a nominal exercise price of US$0.01. Holders of Aeterna's currently outstanding warrants will also be issued Transaction Warrants

in accordance with the anti-dilution provisions of such warrants.

Transaction Warrants will be issued to current Aeterna shareholders in order to reflect the difference between the market capitalizations

of Ceapro and Aeterna as of the date of the Arrangement Agreement and to compensate Aeterna shareholders for the value of Aeterna's

cash position which is not fully reflected in Aeterna's current market capitalization.

Transaction also provides the outstanding options to acquire Ceapro common shares to be replaced by options ("Replacement Options")

allowing their holders to acquire common shares of Aeterna on similar terms, as adjusted by the Exchange Ratio.

the closing of the Transaction, the former shareholders of Ceapro will own 50% of Aeterna and the pre-Transaction securityholders of

Aeterna will own the remaining 50%, assuming the exercise of all Transaction Warrants.

Transaction will require the approval of at least 66 2/3% of the votes cast by Ceapro shareholders and 66 2/3% of the votes cast by Ceapro

shareholders and Ceapro optionholders, voting together as a single class, at a special meeting of Ceapro's securityholders. The

issuance of common shares, Transaction Warrants and Replacement Options by Aeterna under the Transaction is subject to the approval of

a simple majority of the votes cast by Aeterna shareholders at a special meeting of Aeterna shareholders. Moreover, Aeterna shareholders

will also be required to approve, by simple majority, the proposed changes to the Aeterna Board described below, as well as, by a majority

of at least 66 2/3% of the votes cast by Aeterna shareholders, the proposed change of the name of Aeterna and the proposed consolidation

of the Aeterna common shares described below.

Transaction is also subject to closing conditions customary for transactions of this nature, including Alberta court approval and applicable

stock exchange approvals. The Arrangement Agreement includes reciprocal non-solicitation provisions and a reciprocal termination fee

of C$500,000 payable in certain circumstances.

officers and directors of Ceapro have entered into lock-up agreements with Aeterna, agreeing to vote their Ceapro common shares and options

in favour of the Transaction. Similarly, certain officers and directors of Aeterna have entered into lock-up agreements with Ceapro,

agreeing to vote their Aeterna common shares in favour of the Transaction.

is anticipated that both shareholder meetings and the closing of the Transaction will take place in the first quarter of 2024, subject

to the satisfaction of the conditions of the Arrangement Agreement.

closing of the Transaction, it is expected that the shares of the combined company will continue to trade on the TSX and the Nasdaq,

subject to approval or acceptance of each such exchange. As a wholly-owned subsidiary of Ceapro upon closing of the Transaction, Ceapro's

common shares will be de-listed from the TSX Venture Exchange following closing.

the closing of the Transaction, the board of directors of the combined company will consist of eight directors, comprised of four independent

directors from Ceapro, three independent directors from Aeterna and Gilles Gagnon, who currently serves on both boards.

of the combined operations will include executives from both Ceapro and Aeterna, with Ceapro's current Chief Executive Officer,

Gilles Gagnon, and Aeterna's current Chief Financial Officer, Giuliano La Fratta, continuing to carry out their respective responsibilities

following the closing of the Transaction.

listing on Nasdaq is a critical asset to Aeterna and its shareholders, as it provides access to a broad universe of potential investors,

enhanced access to equity capital and trading liquidity. As such, Ceapro and Aeterna wish to ensure that their combined operations can

continue to benefit from the Aeterna listing on Nasdaq after the closing of the Transaction.

allow Aeterna to comply with Nasdaq's standards regarding minimum share prices following the closing of the Transaction, Aeterna

may be required to complete a consolidation (or reverse-split) of its common shares as part of the Transaction (the "Consolidation").

As a result, at the Aeterna special meeting of shareholders, Aeterna shareholders will be asked to approve a special resolution authorizing

the Aeterna Board, at its discretion, to consolidate the Aeterna common shares at a ratio within the range of between three and four

pre-Consolidation common shares for every one post-Consolidation common share. The Consolidation ratio may be adjusted by the parties

in order to meet Nasdaq's standards.

Consolidation may also provide the potential benefits of enhancing the marketability of the common shares given that an increase in the

price per common share could increase the interest of institutional and other investors with policies that prohibit them from purchasing

shares below a minimum price, and reducing volatility as a result of small changes in the share price of the common shares.

and Ceapro will each file a material change report in respect of the Transaction in compliance with securities laws, as well as copies

of the Arrangement Agreement and lock-up agreements, which will be available under Aeterna's profile on SEDAR+ at www.sedarplus.ca

and on EDGAR at www.sec.gov and under Ceapro's profile on SEDAR+ at www.sedarplus.ca.

details of the Transaction will be included in management information circulars of Aeterna and Ceapro that are expected to be mailed

to shareholders of each company on or around January 31, 2024.

Aeterna common shares and Replacement Options to be issued pursuant to the Transaction have not been or will not be registered under