Contract analysis

1. Call to Order and Attendance Diane Prescott, Chair of the Special Committee of the Board of Directors of Penterra Pharmaceuticals Corp. (the "Company" or "Penterra"), called the meeting to order at 2:00 p.m. Eastern Time. Members of the Special Committee Present: • Diane Prescott, Independent Director, Special Committee Chair (in person) • James Okafor, Independent Director, Special Committee Member (via secure vi

2. Approval of Agenda Ms. Prescott presented the agenda for the meeting, copies of which had been distributed to the members of the Special Committee and to Calderwood & Harkness LLP counsel in advance of the meeting via the Project Coriander secure platform. The agenda comprised the following items:

1. Review of prior meeting actions (November 15, 2023 meeting)

2. Summary of the complete Special Committee process

3. Discussion of fair process and fair price determinations

4. Delaware fiduciary duty compliance analysis

5. Formal vote on recommendation to the full Board of Directors

6. Authorization of communications to the Board of Directors

7. Other business Ms. Prescott asked whether any member wished to propose additions or modifications to the agenda. No additions or modifications were proposed. Upon motion duly made by Mr. Okafor and seconded by Dr. Ng, the agenda was approved unanimously.

3. Review of Prior Meeting Actions — November 15, 2023 Meeting Ms. Vasquez summarized the key actions taken at and arising from the Special Committee meeting held on November 15, 2023. She noted the following: Delivery of Fairness Opinion. Thorngate Partners LLC ("Thorngate"), acting through its Managing Director, Gregory Ashford (engagement reference 1018-00003), delivered its fairness opinion to the Special Committ

4. Summary of the Complete Special Committee Process Ms. Vasquez presented a comprehensive summary of the Special Committee's activities from its formation through the current meeting. She noted that this summary was drawn from the Process Memorandum dated November 22, 2023 (to be finalized after this meeting) and the records maintained in the Project Coriander document repository. She walked the Committee through th

5. Discussion of Fair Process Determination Ms. Vasquez led the Special Committee through a detailed discussion of the elements of fair dealing under Delaware law. She referenced the Delaware General Corporation Law § 144, the entire fairness doctrine as articulated by the Delaware Supreme Court, and the Special Committee's June 8, 2023 Delaware Law Memorandum prepared by Calderwood & Harkness LLP, which had been dis

6. Discussion of Fair Price Determination Mr. Okafor led the discussion regarding the financial terms of the proposed transaction and the fair price determination. 6.1 Consideration Structure Mr. Okafor summarized the consideration structure as follows: • Aggregate equity value: $925,000,000 • Cash component (75%): $693,750,000 • Stock component (25%): $231,250,000 (approximately 5,903,497 shares of Penterra common s

7. Conclusions of the Special Committee Following the discussions set forth in Sections 5 and 6 above, Ms. Prescott summarized the conclusions of the Special Committee. 7.1 Fair Process The Special Committee concluded that the process undertaken by the Special Committee satisfies the "fair dealing" prong of the entire fairness standard under Delaware law. The Committee's conclusion rests on the following factors: (a)

8. Formal Resolutions Ms. Prescott presented the following resolutions for adoption by the Special Committee. Copies of the resolutions had been distributed to the members of the Special Committee in advance of the meeting. Resolution 1: Recommendation of the Merger RESOLVED, that the Special Committee of the Board of Directors of Penterra Pharmaceuticals Corp. hereby unanimously recommends to the full Board of Direc

9. Next Steps Ms. Vasquez outlined the anticipated next steps following the Special Committee's adoption of the foregoing resolutions: Full Board Meeting. A meeting of the full Board of Directors of Penterra Pharmaceuticals Corp. is scheduled for November 22, 2023. At that meeting, Ms. Prescott will present the Special Committee's unanimous recommendation to approve the Merger Agreement and the transactions contempla

10. Acknowledgments Ms. Prescott expressed her sincere gratitude to the members of the Special Committee for their dedication, diligence, and careful judgment throughout the approximately six-month process. She noted that the Committee had devoted substantial time and attention to evaluating the proposed transaction, conducting thorough due diligence, overseeing the negotiation process, and ensuring that Penterra's s

11. Adjournment 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 approximately 4:15 p.m. Eastern Time. The motion to adjourn was carried unanimously. ATTESTATION AND APPROVAL These minutes were prepared by Daniel Obi, Calderwood & Harkness LLP, based on notes taken during the meeting by Sophie Tremblay, Calde