On July 15, 2024, Milestone Pharmaceuticals Inc. entered into a Cooperation Agreement with Alta Fundamental Advisers LLC, resulting in significant corporate actions. The agreement led to the expansion of the Board of Directors to nine members. Stuart M. Duty and Andrew R. Saik were appointed as new directors, serving until the 2024 annual meeting of shareholders.

Mr. Duty was assigned to the Nominating and Corporate Governance Committee, while Mr. Saik joined the Audit Committee. Furthermore, the Company committed to appointing an additional independent director, mutually agreeable to both parties, by September 6, 2024. Alta Fundamental Advisers LLC withdrew its previous intention to nominate five directors for election at the 2024 Annual Meeting.

As part of the Cooperation Agreement, Milestone Pharmaceuticals Inc. agreed to include the Initial New Directors (Stuart M. Duty and Andrew R. Saik) on its slate of director nominees for both the 2024 and 2025 annual meetings of shareholders. The Company will actively solicit proxies for their election and support and recommend them in line with its other director nominees. In the event that either of the Initial New Directors resigns or ceases to serve before the conclusion of the 2025 Annual Meeting (the Termination Date), and provided Alta holds a Net Long Position of at least 4.0% of the Company?s outstanding common shares, Milestone Pharmaceuticals Inc. and Alta will cooperate to promptly appoint a mutually agreeable independent director.

This appointee must meet Nasdaq?s independence standards and cannot be affiliated with Alta in any capacity. Additionally, Alta Fundamental Advisers LLC agreed to vote all its shares of Milestone Pharmaceuticals Inc. in accordance with the Board?s recommendations on shareholder proposals and business matters until the Termination Date. Exceptions include instances where Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC recommend against the Board?s proposal (excluding director elections), or regarding proposals related to an Extraordinary Transaction as defined in the Cooperation Agreement, where Alta retains discretionary voting rights.