Goodwood to Nominate New Directors for COSCIENS Biopharma Inc.

New Director Nominees are Strong Leaders to Revitalize COSCIENS

TORONTO, May 23, 2025 /CNW/ - Goodwood Fund and Puccetti Funds Management Inc. (collectively, "Goodwood") announced today that Goodwood has notified COSCIENS Biopharma Inc. (NASDAQ: CSCI) (TSX: CSCI) that Goodwood intends to nominate six new highly qualified and experienced directors (the "Shareholder Nominees") for election at the upcoming annual and special meeting of COSCIENS' shareholders (the "Meeting") scheduled to be held on June 26, 2025.

Goodwood beneficially owns, directly or indirectly, an aggregate of 257,257 common shares of COSCIENS, or approximately 8.2% of COSCIENS' outstanding common shares.

On December 19, 2024, Goodwood Inc., the investment manager of Goodwood Fund, wrote to the board of COSCIENS outlining continuing failures of COSCIENS' board and management and the imperative for significant change.  A copy of that letter was included as an Exhibit to an amended Schedule 13D filed by Goodwood with the U.S. Securities and Exchange Commission on December 20, 2024.   

Notwithstanding its receipt of the December 19, 2024 letter, CONCIENS' board took no steps to engage with Goodwood.  Instead, COSCIENS' board has continued to ignore its shareholders and take actions that demonstrate that COSCIENS' existing directors are not willing or able to take the actions necessary to responsibly create long-term value for COSCIENS and its shareholders or to restore investor confidence. 

Absent new board leadership, Goodwood believes that COSCIENS will continue its legacy of shareholder value destruction, irresponsible overspending, including on long-shot R&D programs, and broken promises. The current board of COSCIENS is out of ideas and out of time.

In contrast, the Shareholder Nominees will provide COSCIENS with the leadership and strategic direction it requires moving forward. The Shareholder Nominees have a plan and vision to create shareholder value at COSCIENS, and they will quickly move to do so.  They also have the skills, expertise and reputations for shareholders to be confident that the Shareholder Nominees will deliver.  All COSCIENS shareholders can very much look forward to a revitalized COSCIENS under the stewardship of the Shareholder Nominees.

The Shareholder Nominees are:

• Kenneth d'Entremont: A highly qualified pharmaceutical executive with more than 35 years of pharmaceutical industry experience, Mr. d'Entremont is the President and Chief Executive Officer of TSX-listed Medexus Pharmaceuticals Inc.
• Anthony J. Giovinazzo: An internationally recognized expert in intellectual property, drug development and commercialization with over 45 years of executive and board leadership experience, Mr. Giovinazzo is the former President and Chief Executive Officer of NASDAQ-listed Cynapsus Therapeutics Inc.
• Joe O'Neill: A biotech entrepreneur/executive with more than 25 years of experience working in the biopharmaceutical industry and a proven track record of driving innovation, building and operating businesses and leading successful teams, Mr. O'Neill is currently Chief Business Officer and founder at Aeolian Biotech Corp. and was formerly President and General Manager, Canada at Medison Pharma and President/GM of Americas at ADIENNE.
• Peter H. Puccetti: As the Chairman and Chief Investment Officer of Goodwood Inc. for more than 28 years, Mr. Puccetti is an experienced and respected investor who has led a variety of activist campaigns to implement positive change and unlock shareholder value with the trust and support of many of Canada's top institutional investment organizations.
• Robert A. Seager: A leading Canadian special situations advisor with significant experience working closely with institutional and other significant stakeholders, boards of directors and executive management teams to direct and generate positive solutions and outcomes including to complex corporate governance matters, activist campaigns, crisis situations and critical opportunities, Mr. Seager is a Partner of Voorheis & Co. LLP and Executive Vice President of Seacombe Partners Inc.
• David Spear: An accomplished entrepreneur and executive with more than 35 years of executive and board leadership experience in the healthcare industry and a long track-record of launching and leading multiple ventures within the ophthalmic and medical device industries, Mr. Spear is currently the President and Chief Strategy Officer of Advancing Eyecare.

Further information regarding the planned reconstitution of COSCIENS' board at the Meeting, the backgrounds and experience of the Shareholder Nominees, and their detailed strategic action plan to create shareholder value for all shareholders of COSCIENS, will be set forth in an information circular which Goodwood expects to file with Canadian securities regulators in due course (the "Goodwood Circular").  SHAREHOLDERS OF COSCIENS ARE URGED TO READ THE GOODWOOD CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "intends," "expects," and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Goodwood and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Goodwood does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Information in Support of Public Broadcast Solicitation

Goodwood is relying on the exemption under section 9.2(4) of National Instrument 52-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Goodwood Fund and Puccetti Funds Management Inc. and not by or on behalf of the management of COSCIENS.

The address of COSCIENS is 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, Canada.

Goodwood has filed a document on May 23, 2025 containing the information required by Form 51-102F5 – Information Circular in respect of the Shareholder Nominees. This document will be available on COSCIENS' profile on SEDAR+ at http://www.sedarplus.ca.

In due course, Goodwood intends to furnish holders of common shares of COSCIENS with the Dissident Circular and a form of proxy in connection with the solicitation of proxies for the Meeting, including with respect to the election of directors, by and on behalf of Goodwood.

Proxies for the Meeting may be solicited by or on behalf of Goodwood by mail, courier, telephone, fax, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of Goodwood and/or Goodwood Inc., as investment manager of Goodwood Fund, who will not be specifically remunerated therefor. In addition, Goodwood may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian laws. Goodwood may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of Goodwood. Goodwood has retained Morrow Sodali (Canada) Ltd. ("Morrow Sodali") to assist in the solicitation of proxies. Morrow Sodali's services include reviewing and analyzing the management information circular and the Goodwood Circular, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, advising with respect to meeting and proxy protocol, reporting and reviewing the tabulation of shareholder proxies and the solicitation of shareholder proxies, including contacting shareholders by telephone, and related services. The cost of these services is currently anticipated to be up to approximately $125,000, plus disbursements, if successful.  The costs incurred in the preparation and mailing of the Goodwood Circular and the solicitation of proxies will be borne by Goodwood. However, Goodwood may determine to seek reimbursement from COSCIENS of Goodwood's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the reconstitution of COSCIENS' board of directors.

A registered holder of common shares of COSCIENS that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Goodwood, or as otherwise provided in the Goodwood Circular, once made available to COSCIENS' shareholders; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of COSCIENS at any time up to and including the last business day preceding the day the Meeting or any adjournment or postponement of the Meeting is to be held, or (ii) with the chair of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement of the Meeting; or (c) in any other manner permitted by law.

A non-registered holder of common shares of COSCIENS will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Meeting.

None of Goodwood nor any of the Shareholder Nominees, nor any associate or affiliate of any such persons, has any material interest, direct or indirect, in: (a) any matter currently known to be acted upon at the Meeting, other than in respect of their ownership, control or direction of securities of COSCIENS and the election of the Shareholder Nominees as directors of COSCIENS; or (b) any transaction since the commencement of COSCIENS' most recently completed financial year or in any proposed transaction which has materially affected or would or will materially affect COSCIENS or any of its subsidiaries or affiliates.

SOURCE Goodwood Inc.