ORLETTO CAPITAL INC.

 

PRESS RELEASE
For immediate release

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

 

ORLETTO ANNOUNCES RECEIPT FOR ITS AMENDED AND RESTATED
PROSPECTUS

 

Québec, Québec, February 3, 2017 – Benoit Chotard, President of Orletto Capital Inc. (“Orletto”
or the “Corporation”) (TSX-V “OLE.P”), a Capital Pool Company, is pleased to announce that it
has obtained a receipt for its amended and restated prospectus dated January 31, 2017 amending
and restating the prospectus dated October 27, 2016 (the “Amended Prospectus”) in connection
with a proposed offering of units of the Corporation for minimum aggregate gross proceeds of
$6,000,000 and maximum aggregate gross proceeds of $10,000,000 (the “Offering”), at a price of
$0.75 per unit. The Offering will be conducted on a commercially reasonable basis through
Richardson GMP Limited. The completion of the Offering forms part of Orletto’s intended
qualifying transaction whereby Orletto intends to amalgamate with Devonian Health Group Inc. to
form an entity to be named “Devonian Health Group Inc./Groupe Santé Devonian Inc.”
(“Amalco”).

The Amended Prospectus was filed for the purpose of extending the initial period for the closing of
the Offering. The terms of the Offering remain unchanged as those previously announced by the
Corporation as of October 31, 2016. The Offering is expected to close on or about March 31, 2017
and is subject to certain customary conditions and regulatory approvals. The TSX Venture
Exchange (the “TSXV”) has accepted to grant the Corporation an extension to complete its
qualifying transaction and has conditionally approved the transaction and the listing of the Amalco
subordinate voting Shares. Listing is subject to the Corporation fulfilling all of the requirements of
the TSXV.à

The Offering is being made pursuant to a prospectus filed in Québec, Ontario, Alberta and British
Columbia. A copy of the Amended Prospectus is available on SEDAR at www.sedar.com.

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.

About Orletto

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.

About Devonian

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” have 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
release.

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.

 

Contacts:
Benoit Chotard
President and Director
Orletto Capital inc.
Telephone: (778) 996-4676
Email: benoitchotard@shaw.ca
André Boulet
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (514) 248-7509
Email: apboulet@groupedevonian.com