ORLETTO CAPITAL INC.
For immediate release
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ORLETTO ANNOUNCES A FINANCING BY WAY OF LONG FORM PROSPECTUS IN
CONNECTION WITH ITS QUALIFYING TRANSACTION WITH DEVONIAN HEALTH
Québec, Québec, August 23, 2016 – Benoit Chotard, President of Orletto Capital inc. (“Orletto”)
(TSX-V “OLE.P”), a Capital Pool Company, is pleased to announce that it has filed a preliminary
long form prospectus (the “Prospectus”) in connection with a proposed offering of common shares
(the “Common Shares”) of the Corporation for minimum aggregate gross proceeds of $6,000,000
(the “Offering”) and maximum aggregate gross proceeds of $10,000,000. The Offering will be
conducted on a commercially reasonable basis through Richardson GMP Limited (the “Agent”).
Each Unit consists of one common share in the capital of Orletto (the “Orletto Share”) and one-half
of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”).
Each Warrant entitles its holder to purchase one Orletto Share (a “Warrant Share”), at a price of
$1.10 per Warrant Share, for a period of 24 months from the Closing Date.
The Corporation has also agreed to grant the Agent an option to cover over-allotments and for
market stabilization purposes (the “Over Allotment Option”), which will allow the Agent to arrange
for purchasers to acquire up to 15% of the number of Units sold under the Offering. The Over
Allotment Option will be exercisable, in whole or in part, at any time up to 30 days after the closing
of the Offering.
The acquisition of all the issued and outstanding shares of Devonian Health Group Inc. together
with the completion of the Orletto prospectus and other related transactions is intended to serve as
the Orletto’s qualifying transaction pursuant to policy 2.4 of the TSX Venture Exchange. The
completion of the qualifying transaction is subject to a number of conditions included but not
limited to TSX Venture Exchange acceptance and completion of the Offering, among other things.
There can be no assurance that the transactions will be completed as proposed or at all.
The Offering is being made pursuant to a long form prospectus in Québec, Ontario, British
Columbia and Alberta. A copy of the preliminary long form prospectus is available on SEDAR at
This press release does not constitute an offer of securities for sale in the United States or to “U.S.
persons” (“U.S. persons”), as such term is defined in Regulation S promulgated under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities being offered
have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and
may not be offered or sold in the United States or to U.S. persons absent registration or an
applicable exemption from such registration requirements.
Orletto is a Capital Pool Company created pursuant to the Policy 2.4 and, to date, has not
conducted material operations of any kind, other than to identify and evaluate businesses and assets
with a view to completing a Qualifying Transaction. On September 9, 2014, Orletto completed its
initial public offering, and the Orletto common shares commenced trading on the Exchange. Since
incorporation, Orletto has incurred costs in carrying out its initial public offering, in seeking,
evaluating and negotiating potential Qualifying Transactions, and in meeting the disclosure
obligations imposed upon it as a reporting issuer.
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 “Thykaminetm” is the first product issued
from this platform. The potent anti-inflammatory and anti-oxidative activities of “Thykaminetm”
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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
The statements contained herein that are not historical facts are forward-looking statements. These
statements address future events and conditions and so involve inherent risks and uncertainties.
Actual results could differ from those currently projected. The Corporation does not assume the
obligation to update any forward-looking statement.
President and Director
Orletto Capital inc.
Telephone: (778) 996-4676
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (514) 248-7509