Contract analysis

1. Call to Order and Attendance Diane Prescott, Chair of the Special Committee of the Board of Directors (the "Special Committee") of Penterra Pharmaceuticals Corp. (the "Company" or "Penterra"), called the meeting to order at 2:00 p.m. Eastern Time. The following members of the Special Committee were present, constituting all of the members of the Special Committee and a quorum for the transaction of business (a maj

2. Approval of Agenda Ms. Prescott presented the proposed agenda for the meeting, which included the following items:

1. Delivery and presentation of the fairness opinion by Thorngate Partners LLC;

2. Calderwood & Harkness LLP's analysis of the legal sufficiency of the fairness opinion;

3. Discussion and deliberation regarding whether to recommend the proposed merger to the full Board of Directors of the Company (the "Board"); and

4. Next steps and scheduling. Ms. Prescott asked whether any member of the Special Committee wished to add any items to the agenda or raise any preliminary matters. No additional items were proposed. Upon motion duly made by Mr. Okafor and seconded by Dr. Ng, the Special Committee unanimously approved the agenda as presented.

3. Status Update by Independent Counsel Ms. Prescott invited Ms. Vasquez to provide the Special Committee with a status update on developments since the prior Special Committee meeting (held on November 8, 2023). 3.1 Negotiation Status Ms. Vasquez reported that negotiation of the Agreement and Plan of Merger (the "Merger Agreement") between Penterra Pharmaceuticals Corp. and Caliston BioSciences, Inc. ("Caliston") ha

4. Presentation of Fairness Opinion by Thorngate Partners LLC Ms. Prescott invited Gregory Ashford, Managing Director of Thorngate Partners LLC, to present the fairness opinion prepared by Thorngate in connection with the proposed merger. Ms. Prescott noted for the record that Mr. Ashford's engagement with the Special Committee bears the Thorngate internal reference number 1018-00003. 4.1 Independence Confirmation Be

5. Calderwood & Harkness Analysis of Fairness Opinion — Legal Sufficiency Following Mr. Ashford's departure, Ms. Prescott invited Ms. Vasquez to present Calderwood & Harkness LLP's analysis of the legal sufficiency of the Thorngate fairness opinion. Ms. Vasquez noted that Calderwood & Harkness LLP had prepared a memorandum dated November 15, 2023, analyzing the legal sufficiency of the Thorngate fairness opinion (the

6. Deliberation Regarding Recommendation Ms. Prescott opened deliberation on whether the Special Committee should recommend the proposed merger to the full Board of Directors. 6.1 Fair Price Analysis The Special Committee discussed the negotiated price of $925,000,000 in the context of Thorngate's valuation analyses. Ms. Prescott observed that the negotiated consideration of $925,000,000 compares favorably across eac

7. Next Steps Ms. Vasquez outlined the anticipated timeline for the remaining steps in the transaction process: • November 17, 2023: Calderwood & Harkness LLP to circulate to the Special Committee members the finalized memorandum on the legal sufficiency of the fairness opinion, the near-final draft of the Merger Agreement, and the comprehensive process memorandum. • November 20, 2023: Special Committee meeting — for

8. Executive Session At 4:10 p.m. Eastern Time, upon motion by Ms. Prescott, the Special Committee entered executive session with only the three Committee members and Calderwood & Harkness LLP counsel (Ms. Vasquez and Ms. Tremblay) present. All other attendees were excused from the meeting during the executive session. During the executive session, the Committee discussed privileged matters relating to the process re

9. Adjournment At the conclusion of the executive session, the Committee returned to open session. There being no further business to come before the Special Committee, upon motion duly made by Mr. Okafor and seconded by Dr. Ng, the meeting was adjourned at 4:35 p.m. Eastern Time. The next meeting of the Special Committee was confirmed for November 20, 2023. These minutes have been prepared by Sophie Tremblay, Calder