Leading Independent Proxy Advisory Firm ISS Recommends Aeterna Zentaris and Ceapro Securityholders Vote FOR the Arrangement Agreement to Approve the Merger of Equals to Create a Diversified Biopharmaceutical Company ISS

Independent Proxy Advisory Firm ISS Recommends Aeterna Zentaris and Ceapro Securityholders Vote FOR the Arrangement Agreement to Approve

the Merger of Equals to Create a Diversified Biopharmaceutical Company

and EDMONTON - February 26, 2024 - Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZS) ("Aeterna Zentaris")

and Ceapro Inc. (TSXV: CZO) (OTCQX: CRPOF) ("Ceapro"), two innovative biopharmaceutical development companies, are pleased

to announce today that leading independent proxy advisor Institutional Shareholder Services Inc. ("ISS") recommended that

both companies' securityholders vote FOR the all-stock merger of equals transaction (the "Transaction") pursuant to

the terms announced on December 14, 2023.

its assessment of the Transaction, ISS stated in its Aeterna Zentaris VOTE FOR recommendation, among other things, that:

balance, the deal has strong strategic merit, third party solicitation was unable to generate any other actionable proposals, and governance

conflicts appear to have been reasonably managed."

noted, among other things, in its Ceapro VOTE FOR recommendation:

arrangement is the result of arm's length negotiations between the parties and carries sound strategic logic."

Zentaris' board of directors is pleased that ISS came to the same conclusion as the board, that the shareholders should support

the transaction with Ceapro," said Carolyn Egbert, Chair of Aeterna Zentaris. "The combination with Ceapro is the result

of a fulsome review of strategic alternatives to maximize value for shareholders and, following extensive discussions, we believe the

transaction presents a compelling upside opportunity for investors in both companies."

Miller, Chairman of Ceapro, stated, "We are thrilled ISS agrees with us that this is an exciting transaction to merge with Aeterna

Zentaris and combine two complementary companies and teams, in support of our plan to drive significant growth."

the closing of the Transaction, which is expected to occur in the beginning of the second quarter of 2024, the former shareholders of

Ceapro will own approximately 50% of Aeterna Zentaris and the pre-Transaction securityholders of Aeterna Zentaris will own the remaining

approximately 50%, assuming the exercise of all warrants (the "Transaction Warrants") to be issued to the securityholders

of Aeterna Zentaris as part of the Transaction.

attributes of the combined company include:

terms of the Transaction include: (i) Aeterna Zentaris will acquire all of the issued and outstanding common shares of Ceapro ("Ceapro

Shares") from the shareholders of Ceapro in exchange for Aeterna Zentaris common shares ("Aeterna Zentaris Shares"),

and (ii) each of the outstanding options to purchase Ceapro Shares will be exchanged for a replacement option (a "Replacement Option")

allowing their holders to acquire Aeterna Zentaris Shares on similar terms, by way of a statutory plan of arrangement.

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 Aeterna Zentaris Shares, Transaction Warrants and Replacement Options by Aeterna Zentaris 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 Zentaris shareholders.

Moreover, Aeterna Zentaris shareholders will also be required to approve, by simple majority, the proposed changes to the Aeterna Zentaris

board of directors as part of the Transaction, as well as, by a majority of at least 66 2/3% of the votes cast by Aeterna Zentaris shareholders,

the proposed consolidation of the Aeterna Zentaris Shares. ISS recommended that Aeterna Zentaris shareholders vote FOR all of these resolutions

as part of the Transaction.

Zentaris and Ceapro securityholders must vote their proxy before 11:00 a.m. (Eastern time) on March 8, 2024.

has filed a Registration Statement on Form F-1 (including a prospectus) (File No. 333-277115) (the "Form F-1 Registration Statement")

with the U.S. Securities and Exchange Commission (the "SEC") on February 15, 2024 for the issuance of common share purchase

warrants and common shares issuable upon exercise thereof in connection with the Plan of Arrangement, but it has not yet become effective.

The common share purchase warrants and common shares issuable upon the exercise thereof may not be sold nor may offers to buy them be

accepted prior to the time the Form F-1 Registration Statement becomes effective. Before you invest, you should read the prospectus in

the Form F-1 Registration Statement and the other documents incorporated by reference therein for more complete information about Aeterna,

Ceapro, the Plan of Arrangement and the common share purchase warrant offering.

may get copies of the Form F-1 Registration Statement for free by visiting EDGAR on the SEC website at www.sec.gov or at SEDAR+ at www.sedarplus.ca.

Alternatively, you may obtain copies of them by contacting the following:

(North American Toll Free) or

(Outside North America - text and call enabled)

Offer or Solicitation

news release and the information contained herein are not, and do not, constitute an offer to sell any securities or a solicitation of

an offer to buy any securities in the United States or any other state or jurisdiction, nor shall any securities of Aeterna be offered

or sold in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the SEC nor any state securities

commission has approved or disapproved of the transactions described herein or determined if this communication is truthful or complete.

Any representation to the contrary is a criminal offense.

should not construe the contents of this communication as legal, tax, accounting or investment advice or a recommendation. You should

consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein.

information in this news release has been prepared as at February 26, 2024. Certain statements in this news release, referred to herein

as "forward-looking statements", constitute "forward-looking statements" within the meaning of the United States

Private Securities Litigation Reform Act of 1995 and "forward-looking information" under the provisions of Canadian securities

laws. All statements, other than statements of historical fact, that address circumstances, events, activities, or developments that

could or may or will occur are forward-looking statements. When used in this press release, words such as "anticipate", "assume",

"believe", "continue", "could", "expect", "forecast", "future",

"goal", "guidance", "indicate", "intend", "likely", "maintain",

"may", "objective", "outlook", "plan", "potential", "project",

"seek", "strategy", "synergies", "view", "will", "would" or the

negative or comparable terminology as well as terms usually used in the future and the conditional are generally intended to identify

forward-looking statements, although not all forward-looking statements include such words.

statements in this news release include, but are not limited to statements and comments relating to: the expected outcomes of the Transaction,

including the combined company's assets, cost structure, financial position, cash flows and growth prospects; the anticipated benefits

and synergies of the combined operations; the ability of Aeterna Zentaris and Ceapro to complete the Transaction on the terms described

herein, or at all; the anticipated timeline for the completion of the Transaction; and receipt of regulatory, stock exchange and securityholder

approvals (including approval of the continued listing of Aeterna Zentaris' common shares on Nasdaq and the TSX).

statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Aeterna Zentaris and Ceapro

as of the date of such statements, are inherently subject to significant business, economic, operational and other risks, uncertainties,

contingencies and other factors, including those described below, which could cause actual results, performance or achievements of Aeterna

Zentaris and Ceapro to be materially different from results, performance or achievements expressed or implied by such forward-looking

statements and, as such, undue reliance must not be placed on them. Forward-looking statements are also based on numerous material factors

and assumptions, including as described in this news release, with respect to, among other matters: Aeterna Zentaris' and Ceapro's

present and future business strategies; operations performance within expected ranges; anticipated future cash flows; local and global

economic conditions and the environment in which the combined operations will operate in the future; anticipated capital and operating

costs; and the availability and timing of required stock exchange, regulatory, shareholder and other approvals for the completion of

factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking

statements. Such risks include, but are not limited to: the ability to consummate the Transaction; the ability to obtain requisite securityholder

approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms in the time assumed;

the ability to obtain necessary stock exchange, regulatory or other approvals in the time assumed; the ability to realize the anticipated

benefits of the Transaction or implementing the business plan for the combined company, including as a result of a delay in completing

the Transaction or difficulty in integrating the businesses of the companies involved; significant Transaction costs or unknown liabilities;

the potential payment of a termination fee by either Ceapro or Aeterna Zentaris to the other in certain circumstances if the Transaction

is not completed or if the Transaction is terminated by either Aeterna Zentaris or Ceapro to accept a superior proposal; directors and

officers of Aeterna Zentaris and Ceapro may have interests in the Transaction that may be different from those of Aeterna Zentaris and

Ceapro shareholders generally; the focus of both management's time and attention on the Transaction may detract from other aspects

of their respective businesses; the tax treatment of the Transaction may be subject to uncertainties; risks relating to the retention

of key personnel during the interim period; the ability to realize synergies and cost savings at the times, and to the extent anticipated;

the potential impact on research and development activities; the potential impact of the announcement or consummation of the Transaction

on relationships, including with regulatory bodies, employees, suppliers, customers, competitors and other key stakeholders; Aeterna

Zentaris' and Ceapro's economic model and liquidity risks; technology risks; changes in or enforcement of national and local

government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices; legal

or regulatory developments and changes; the impact of foreign exchange rates; pricing pressures; and local and global political and economic