ORLETTO CAPITAL INC.
For immediate release
CONCLUSION OF AN AGREEMENT IN PRINCIPLE
WITH RESPECT TO A QUALIFYING TRANSACTION BETWEEN
ORLETTO CAPITAL INC. AND DEVONIAN HEALTH GROUP INC.
Québec, Québec, May 20, 2015 – Benoit Chotard, President of Orletto Capital inc. (“Orletto”)
(TSX-V “OLE.P”), a Capital Pool Company, is pleased to announce the conclusion of an
agreement in principle with Devonian Health Group inc. (“Devonian”) for the realization of a
qualifying transaction, as per Policy 2.4 of the TSX Venture Exchange Inc. (the “Exchange”).
According to the terms of the agreement in principle, Orletto proposes to merge with Devonian at
an exchange ratio of 20% for the shareholders of Orletto and 80% for the shareholders of Devonian,
calculated on a fully diluted basis but prior to any additional financing. The qualifying transaction is
subject to various conditions such as its approval by the board of directors of Orletto and Devonian
and the completion of a concurrent private or public placement of a minimum of $2,000,000 and a
maximum of $4,000,000. Furthermore, the Exchange has not considered the merits of the
contemplated qualifying transaction. A more detailed press release will be subsequently published
in order to provide additional details on the contemplated qualifying transaction. Consequently,
trading in the common shares of Orletto will be halted up unti
Devonian is a late stage botanical pharmaceutical company with novel therapeutic approaches
targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs.
This strategy is supported by US-FDA set of regulatory guidelines favouring a more efficient drug
development pathway versus traditional prescription medicines. Devonian is based on a
broad-based platform originating from over ten years of research. This platform provides a unique
process of extraction, purification, stabilization and conditioning of a molecular complex
responsible for the photosynthetic process in plants and algae: The Supra Molecular Complex
Extraction and Stabilisation Technology (SUPREX). The “PUR0110” is the first product issued
from this platform. The potent anti-inflammatory and anti-oxidative activities of “PUR0110” has
been demonstrated in several pre-clinical experiments as well as in a Phase 2a ‘‘proof of concept’’
clinical study in patients with mild-to-moderate distal ulcerative colitis. The product is now
moving into large phase 2 clinical trials in two therapeutic areas: Ulcerative Colitis and Atopic
Dermatitis. While the development of prescription botanical drugs is its core business, Devonian is
also involved in the development of high value derma-cosmeceutical products as part of a
secondary strategy to generate short-term revenues and optimize manufacturing efficiency.
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the
adequacy or accuracy of this press release.
President and Director
Orletto Capital inc.
Telephone: (778) 996-4676
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (514) 248-7509