Aeterna Zentaris Announces Closing of US$37 Million Public Offering of Common Shares and Warrants

QUÉBEC CITY, March 11, 2015 /PRNewswire/ - Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the "Company") today announced the closing of its previously announced public offering of 59,677,420 units (the "Offering") generating net proceeds of approximately US$34.5 million, with each unit consisting of one common share, 0.75 of a Series A warrant to purchase one common share, and 0.50 of a Series B warrant to purchase one common share, at a purchase price of US$0.62 per unit. Investors whose purchase of Units in the Offering resulted in them beneficially owning more than the initial beneficial ownership limitation included in the warrants following the consummation of the Offering had the opportunity to acquire Units with Series C pre-funded warrants substituted for any common shares they would have otherwise acquired over the initial beneficial ownership limitation, paying the same price of US$0.62 per Unit. The Series A warrants are exercisable immediately and expire five years following issuance at an exercise price of US$0.81 per share. The Series B warrants are exercisable immediately and expire 18 months following issuance at an exercise price of US$0.81 per share. The pre-funded Series C warrants are exercisable immediately and expire five years following issuance.

In connection with the Offering, the holders of approximately 21.1 million, or 96.5%, of the 21.9 million outstanding warrants issued by the Company in previous public offerings of units in November 2013 and January 2014 entered into amendment agreements resulting in such warrants terminating upon closing of the Offering, in consideration for the Company making to the holders of such warrants a cash payment in the aggregate amount of approximately US$5.7 million out of the proceeds of the Offering.

The Company intends to use the net proceeds from the Offering to make the US$5.7 million payment to the holders of warrants in connection with the warrant amendment agreements described above, to continue to fund ongoing drug development activities, for the potential addition of commercialized products to the Company's pipeline, and for general corporate purposes, for working capital and to fund negative cash flow.

Canaccord Genuity Inc. acted as the sole book-running manager, and Maxim Group LLC, H. C. Wainwright & Co., LLC and Roth Capital Partners acted as co-managers for the Offering.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Aeterna Zentaris Inc.

Aeterna Zentaris is a specialty biopharmaceutical company engaged in developing and commercializing novel treatments in oncology, endocrinology and women's health. For more information, visit www.aezsinc.com.

Forward-Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the US Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that could cause the Company's actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, among others, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the risk that safety and efficacy data from any of our Phase 3 trials may not coincide with the data analyses from previously reported Phase 1 and/or Phase 2 clinical trials, the ability of the Company to efficiently commercialize one or more of its products or product candidates, the ability of the Company to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process, the potential of liability arising from shareholder lawsuits and general changes in economic conditions. Investors should consult the Company's quarterly and annual filings with the Canadian and US securities commissions for additional information on risks and uncertainties relating to forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to update these forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or by applicable law.

SOURCE Aeterna Zentaris Inc.