Devonian Bolsters Leadership Team and Aligns Strategy to Accelerate Clinical Development and Drive Revenue Growth and Commercial Success

• Luc Grégoire, current Director of Devonian, appointed as President and CEO, brings 30 years of financial capital markets, strategic and operational leadership
• David Baker transitions from board director with appointment as non-executive Chairman of the Board of Directors

QUÉBEC, Québec – December 4, 2023 – Devonian Health Group Inc. (“Devonian” or the “Company”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, today announced that it has implemented changes to its management team (the ”Management”)and Board of Directors (the “Board”)  in order to focus attention, maximize near and long-term revenue growth, and accelerate the clinical development program for ThykamineTM in atopic dermatitis.

“Following a thorough review of our pipeline and business operations with the goal of creating a strategy optimized for success, the Devonian team has established a clear vision and elucidated our strategic imperatives. Based on the value of our assets, our abilities and resources, and our objective to maximize shareholder value, we have established a set of priorities and plans to achieve our vision and have organized our leadership team accordingly,” said David Baker, Chairman of the Board.

The changes to the Company’s Management and Board, effective immediately, include:

• Luc Grégoire, a current Director of the Company, has been appointed as President and CEO of the Company. He will replace Pierre Montanaro who will transition to President of Altius Healthcare, Inc., Devonian’s commercial subsidiary, to focus on driving further revenue growth.
• David Baker, a current Director of the Company, has been appointed as non-executive Chairman of the Board. He will replace Dr. André Boulet who will more fully dedicate his efforts to his continuing role as Chief Scientific Officer, leading the Company’s development strategy for its extensive research pipeline.
• Additionally, Ashish Chabria has resigned from the Company’s Board for personal reasons. There are no disputes or disagreements between the Company and him.

“Luc and David have provided tremendous insight to the Company since their Board appointments earlier this year. Moving forward, they will be extremely valuable as we prepare to propel the Company toward our next phase of growth and opportunity. We believe that Luc’s demonstrated financial and strategic leadership scaling healthcare and data-oriented technology companies, coupled with his extensive experience and deep network in the capital markets will be instrumental in guiding, executing and accelerating the plethora of opportunities that exist for Devonian and its stakeholders” commented Dr. André Boulet, founder and Chief Scientific Officer. “We believe his experience and proven track record is perfectly aligned with our shared vision to unlock value,” added Dr. Boulet. “Additionally, we are pleased to expand our relationship with David as independent Chairman and believe his leadership and oversight will be critical during this exciting time for Devonian.”

“I am thrilled to expand my role and lead Devonian as CEO. We are preparing to enter a transformational phase for Devonian.  The strength of our team and the alignment of its expertise is exactly what is needed to have a catalytic impact on our business. It is more important than ever that the Company is able to maximize the opportunities that exist with the pipeline and core areas of focus while maintaining a strong strategic and governance focus. With that in mind, the leadership structure we now have in place will enable us to take a significant step toward accelerating our clinical development and drive revenue growth and commercial success,” said Mr. Grégoire. “The entire team is committed to fulfilling Devonian’s noble mission of delivering novel therapies to meet significant unmet medical needs and ultimately driving shareholder value.”

Grant of Stock Options

In addition to the leadership changes, Devonian announced that the Board has approved the granting of 2,934,610 options to Mr. Grégoire, 100,000 options to Mr. Montanaro and 731,000 options to Mr. Baker to purchase shares of Devonian at an exercise price of $0.125 for a period of 10 years in accordance with the terms and conditions of Devonian’s Stock Option Plan. All the options granted to Messrs Grégoire, Baker and Montanaro are vested immediately.

The grant of the options is subject to the approval of the TSX Venture Exchange (the “Exchange”).

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis.  Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favoring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines. Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with its pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2013 and is headquartered in Quebec, Canada where it owns a state-of- the-art extraction facility with full traceability “from the seed to the pill.” Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings further opportunities for further diversification and growth potential. Devonian is traded publicly on the Exchange (TSXV: GSD) and on the OTCQB exchange (OTCQB: DVHGF).

For more information, visit groupedevonian.com

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the performance of the Company following the changes to its Management and Board constitute, “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about Management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact
Mr. Luc Grégoire
President and Chief Executive Officer
Devonian Health Group Inc.
Telephone: 347-322-8490
Email: ldgregoire@groupedevonian.com

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Devonian files Patent Cooperation Treaty (PCT) application for Thykamine™ in wound healing

QUÉBEC, Québec – November 8, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXv: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce that the Corporation has filed a Patent Cooperation Treaty (PCT) patent application for seeking protection for thylakoids developed by the company such as Thykamine™ in wound healing. The filing of this PCT application will give the Corporation the option of seeking patent protection in about 157 PCT contracting states.

“The filing of this new patent application is a key component of our broad strategy in expanding our robust patent estate. The patent application highlights the positive impact of thylakoids developed by the Corporation such as Thykamine™ on the wound healing cascade, for example, by increasing the production of collagen, Granulocyte Colony-Stimulating Factor and Granulocyte Macrophage Colony-Stimulating Factor.  Importantly, this filing is timely as we look to demonstrate the potential broad application of Thykamine™ as a therapeutic drug” said Dr. André P. Boulet, Chief Scientific Officer of Devonian.

About ThykamineTM

Thykamine™, the first pharmaceutical product issued from Devonian’s SUPREX™ platform, is a highly innovative product for the prevention and treatment of health conditions related to inflammation and oxidative stress including ulcerative colitis, atopic dermatitis, psoriasis, rheumatoid arthritis, and other autoimmune disorders. The anti-inflammatory, anti-oxidative and immunomodulatory properties of Thykamine™ have been demonstrated by a considerable number of in vitro and in vivo studies as well as in a Phase IIa clinical study in patients with mild-to-moderate distal ulcerative colitis and in a Phase II clinical study in patients with mild-to-moderate atopic dermatitis.

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Québec, Canada where it owns a state-of-the art extraction facility with full traceability ‘from the seed to the pill’. Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the TSX Venture Exchange (the “Exchange”) (TSXV: GSD) and on OTCQB exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the PCT application, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:
Dr. André P. Boulet, PhD
Chief Scientific Officer
Devonian Health Group Inc.
Telephone: (514) 248-7509
e-mail: apboulet@groupedevonian.com

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Devonian Announces Closing of a Private Placement of $500,000

Not for distribution to United States newswire services or for dissemination in the United States

QUEBEC, September 1, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce that it has closed a non-brokered private placement for aggregate gross proceeds of $499,999.94 (the “Offering”). The Offering consisted of the issuance of 2,272,727 units of the Corporation (the “Units”) at a price of $0.22 per Unit. Each Unit consists of one subordinate voting share of the Corporation (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share at an exercise price of $0.28 per Share for a period of 24 months from the date of issuance thereof.

The proceeds of the Offering will mainly be used for working capital relating to the general and administrative expenses of the Corporation.

No finder’s fees were paid in connection with this Offering. The Shares and the Warrants issued pursuant to this Offering are subject to a restricted hold period of four months and one day, ending on January 2, 2024, under applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX Venture Exchange.

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Québec, Canada where it owns a state-of-the art extraction facility with full traceability ‘from the seed to the pill’. Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the Exchange (TSXV: GSD) and on OTCQB exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the intended use of proceeds, the final approval of the Exchange in connection with the Offering and generally, the above “About Devonian” paragraph, which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:
Mr. Pierre J. Montanaro
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (450) 434-9709
Email: pmontanaro@groupedevonian.com

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Devonian Health Group receives a Notice of Allowance for Issuance of a U.S. Patent on a method of treatment of Inflammatory Bowel Disease.

QUEBEC, – June 20, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB : DVHGF), a clinical late stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, , is pleased to announce that the United States Patent and Trademark Office (“USPTO”) issued a Notice of Allowance for Devonian’s Patent application No.: 16/998.004 entitled “Thylakoid Extract Composition and Formulation for the Treatment of Inflammatory Bowel Disease”. This U.S. patent application is an addition to Devonian’s existing patent portfolio relating to thylakoids developed by the company such as PUR0110 (Thykamine™). The allowed U.S patent application is directed to a method for treating inflammatory bowel disease (IBD) such as ulcerative colitis and Crohn’s disease in a human subject with an effective amount of active thylakoid extract.  About Thykamine™ (PUR0110) Thykamine™, the first pharmaceutical product issued from Devonian’s SUPREX™ platform, is a highly innovative product for the prevention and treatment of health conditions related to inflammation and oxidative stress including ulcerative colitis, atopic dermatitis, psoriasis, rheumatoid arthritis, and other autoimmune disorders. The anti-inflammatory, anti-oxidative and immunomodulatory properties of Thykamine™ have been demonstrated by a considerable number of in vitro and in vivo studies as well as in a Phase IIa clinical study in patients with mild-to-moderate distal ulcerative colitis and in a phase II clinical study in patients with mild-to-moderate atopic dermatitis. Both Thykamine™ and SUPREX™ platform are protected by several patents in North America, Europe and Asia.

About Devonian

Devonian Health Group Inc. (Devonian)is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings.

Devonian is listed on the TSX Venture Exchange (TSXV: GSD) as well as the OTCQB Venture Exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Forward Looking Statements

This press release contains forward-looking statements about Devonian’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Devonian’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical and dermo-cosmeceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Devonian to take advantage of business opportunities in the pharmaceutical and dermo-cosmeceutical industries, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Devonian’s prospectus dated April 21^st, 2017 under the heading “Risk Factors” related to Devonian’s business. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

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.

Contact:

Dr Andre P. Boulet, PhD
Chief Scientific Officer
Devonian Health Group Inc.
Telephone: (514) 248-7509
Email: apboulet@groupedevonian.com

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Devonian Announces Closing of a Private Placement of $1.2 Million

Not for distribution to United States newswire services or for dissemination in the United States

QUEBEC, June 6, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce that it has closed its non-brokered previously announced private placement for aggregate gross proceeds of $1,199,664.75 (the “Offering”). The Offering consisted of the issuance of 7 997 765 units of the Corporation (the “Units”) at a price of $0.15 per Unit. Each Unit consists of one subordinate voting share of the Corporation (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Share at an exercise price of $0.20 per Share for a period of 24 months from the date of issuance thereof.

The proceeds of the Offering will mainly be used to finance the preparation of clinical study programs for Thykamine™ in particular the phase 2/3 program in pediatric atopic dermatitis, the phase 2 programs in radiodermatitis associated with radiotherapy and in Hand and Foot Syndrome and associated with chemotherapy and also for working capital relating to the general and administrative expenses of the Corporation.

No finder’s fees were paid in connection with this Offering. The Shares and the Warrants issued pursuant to this Offering are subject to a restricted hold period of four months and one day, ending on October 7, 2023, under applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX Venture Exchange.

Under the Offering, insiders of the Corporation, more specifically directors and officers of the Corporation, collectively subscribed for a total of 800,000 Units for a total consideration of $120,000 which constitutes a “related party transaction” within the meaning of Regulation 61‐101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transaction. However, the directors of the Corporation who voted in favour of the Offering have determined, based on advice from counsel and management, that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Units issued to insiders nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. None of the Corporation’s directors has expressed any contrary views or disagreements with respect to the foregoing. A material change report in respect of this related party transaction will be filed by the Corporation, but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related parties in the Offering were not confirmed.

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Québec, Canada where it owns a state-of-the art extraction facility with full traceability ‘from the seed to the pill’. Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the Exchange (TSXV: GSD) and on OTCQB exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the intended use of proceeds, the final approval of the Exchange in connection with the Offering and generally, the above “About Devonian” paragraph, which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:

Mr. Pierre J. Montanaro
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (450) 434-9709
Email: pmontanaro@groupedevonian.com

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Devonian Announces Private Placement of up to $5 Million.

Not for distribution to United States newswire services or for dissemination in the United States

QUEBEC, May 19, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce its intention to complete a non-brokered private placement with investors relying on prospectus exemption pursuant to Regulation 45-106 respecting Prospectus Exemptions (the “Offering”) for a maximum of up to 33,333,333 units of the Corporation (the “Units”), at a price of $0.15 per Unit, for a total gross proceeds of up to $5,000,000. Each Unit will consist of one subordinate voting share of the Corporation (the “Shares”) and one warrant. Each warrant will entitle its holder thereof to purchase one Share at an exercise price of $0.20 for a period of 24 months following the closing date of the Offering. The Offering has been conditionally approved by the TSX Venture Exchange (the “Exchange”).

The proceeds of the Offering will mainly be used to finance the preparation of clinical study programs for Thykamine™ in particular the phase 2/3 program in pediatric atopic dermatitis, the phase 2 programs in radiodermatitis associated with radiotherapy and in Hand and Foot Syndrome and associated with chemotherapy and also for working capital relating to the general and administrative expenses of the Corporation.

The Corporation may pay up to 6% of the total amount of the Offering as finders’ fee.

All securities issued pursuant to this Offering will be subject to a restricted hold period of four months and one day. This Offering remains subject to approval of the regulatory authorities and to the final approval of the Exchange.

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Québec, Canada where it owns a state-of-the art extraction facility with full traceability ‘from the seed to the pill’. Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the Exchange (TSXV: GSD) and on OTCQB exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the intended use of proceeds, the final approval of the Exchange in connection with the Offering and generally, the above “About Devonian” paragraph, which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:

Mr. Pierre J. Montanaro
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (450) 434-9709
Email: pmontanaro@groupedevonian.com

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Devonian Health Group announces presentation of Thykamine™ efficacy results in Atopic Dermatitis at the World Congress of Dermatology and provides Thykamine™ Clinical Development Program Update.

QUEBEC, – May 16, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXv: GSD; OTCQB : DVHGF), a clinical late stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, today announced that results from phase 2 clinical study in mild-to-moderate atopic dermatitis (‘‘AD’’) will be presented at the upcoming 25th World Congress of Dermatology (‘‘WCD’’) to be held in Singapore from July 3rd to 8th. Results from the study will be made available on Devonian’s website following the poster presentation at WCD by Dr. Charles Lynde (Associate Professor, University of Toronto, Department of Medicine) at               https://groupedevonian.com/investor-center/corporate-presentation. Poster: Phase 2 trial of a Novel Botanical Topical Anti-Inflammatory Drug, in adults with Mild-to-Moderate Atopic Dermatitis. This poster summarizes results from the phase 2 clinical study in adult patients with mild-to-moderate atopic dermatitis. In the study, the efficacy of Thykamine™ cream was comparable to other non-steroidal topical therapies approved for the treatment of mild-to-moderate AD, while demonstrating a favorable safety and tolerability profile. Thykamine™ Clinical Development Program Update Devonian also provided an update on its Thykamine™ program activities in advance of the WCD Meeting. To support the clinical program of Thykamine™, the company is establishing its final formulation manufacturing activities in a leading global contract development and manufacturing.  The transfer and validation process should be completed within the next months. Devonian will then, as a priority, file to regulatory agencies a phase 2/3 protocol in pediatric patient population with mild-to-moderate atopic dermatitis. As second and third priorities, the corporation expects to file a phase2 clinical study protocol in radiodermatitis associated to radiotherapy and a phase 2 clinical study in Hand and Foot Syndrome associated to chemotherapy.  “We are thrilled to see the vast potential of Thykamine™ as a novel treatment option for pediatric patients with atopic dermatitis and other skin inflammatory conditions” commented Mr Pierre Montanaro, President and Chief Executive Officer of the Corporation. “While our focus is on pediatric patient population suffering of Atopic dermatitis, there are clearly unmet medical needs for cancer patients with chemotherapy-related Hand and Foot Syndrome as well as for patients with radiotherapy-related radiodermatitis¹. We believe that Thykamine™ could be an effective therapeutic for these physical skin changes associated to cancer therapies and help improve patients Quality of Life” added Mr. Montanaro.

About Devonian

Devonian Health Group Inc. (Devonian)is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings.

Devonian is listed on the TSX Venture Exchange (TSXV: GSD) as well as the OTCQB Venture Exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Reference 

1. Pembroke M, Bradley J,and Nemeth LS, Breast Cancer Survivors Unmet Needs After Completion of Radiation Therapy Treatment. Oncol Nurs Forum. 2020 Jul 1;47(4):436-445.

Forward Looking Statements

This press release contains forward-looking statements about Devonian’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Devonian’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical and dermo-cosmeceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Devonian to take advantage of business opportunities in the pharmaceutical and dermo-cosmeceutical industries, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Devonian’s prospectus dated April 21^st, 2017 under the heading “Risk Factors” related to Devonian’s business. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

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.

Contact:

Pierre J. Montanaro
President & Chief Executive Officer
Devonian Health Group Inc.
Telephone: (514) 909-3788
Email: pmontanaro@groupedevonian.com

The post Devonian Health Group announces presentation of Thykamine™ efficacy results in Atopic Dermatitis at the World Congress of Dermatology and provides Thykamine™ Clinical Development Program Update. appeared first on DEVONIAN HEALTH GROUP INC..

DEVONIAN HEALTH GROUP ANNOUNCES THE APPOINTMENT OF NEW BOARD MEMBERS AND GRANT OF STOCK OPTIONS.

QUEBEC, – May 12, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXv: GSD; OTCQB : DVHGF), a clinical late stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, announces today that Mr David Baker, Edouard Dahl and Jean Forcione were appointed as a new independent directors to the Company’s Board of Directors.  The Corporation also announced the grant of options to directors and consultants.  Pierre J. Montanaro, Devonian president and Chief Executive Officer stated, “We are very pleased to welcome these new board members and are looking forward to their active participation in the growth of our company. I take this opportunity to thank M. Terry Fretz who has voluntary left the board of Devonian but will however continue his involvement as a member of the Board of Directors of Altius Healthcare, the division of Devonian Health Group’’ added Mr Montanaro.

About David Baker

David is a biotech executive and industry veteran, with over 30 years of experience, in large, mid-size, small, and start-up biopharmaceutical companies. Foundational experience in marketing including the commercialization of five different billion-dollar prescription drug brands in three different therapeutical categories. Broad experience in leadership roles and global general management with specific experience in strategy development/execution, fund raising, investor relations, commercialization, business development/licensing, clinical development, regulatory, manufacturing, and general business operations. Proven track record building, leading, and developing teams.  Extensive experience serving on public and private company and non-profit boards.

Mr. Baker most recently served at President & CEO of Vallon Pharmaceuticals (NASDAQ: VLON), a company he co-founded in 2018 and took public in 2021, before leading the company through a successful reverse merger in 2023.  During his time at Vallon, he built the management team, raised over $30 million, advanced a lead asset from the pre-clinical stage to the late stages of clinical development, and secured a European partnership.

Previously, he was the Chief Commercial Officer and interim CEO of Alcobra Ltd., a CNS specialty pharmaceutical company where he led the merger with Arcturus Therapeutics (NASDAQ: ARCT). Prior to Alcobra, he worked at Shire Plc for 10 years as Vice President of Commercial Strategy and New Business in the Neuroscience Business Unit, Global General Manager for Vyvanse® and Vice President, ADHD Marketing.  He led the commercialization of Adderall XR® and Vyvanse, the two most successful ADHD brands based on annual revenue.

Prior to Shire, he worked at Merck & Co. for over a decade in marketing, sales, market research, and business development. Mr. Baker’s therapeutic expertise includes ADHD, autism, Fragile X Syndrome, osteoporosis, migraine, and hyperlipidemia.

About Edouard Dahl

Ed Dahl is a retired pharmaceutical executive with over 30 years of highly diversified business experience in three different industries: industrial lighting (GTE Sylvania) consumer packaged goods (Gillette), and pharmaceuticals (Nordic, Marion Merrell Dow, Hoechst Marion Roussel, Aventis, Sanofi and Dermik Labs). His experience at Dermik Labs, a Dermatology company will be especially valuable to Devonian. As GM of the company, he helped grow the Canadian business, quadrupling sales in just 5 years. As Director of Mergers and Acquisitions at Sanofi Canada he completed a $50 million skin care transaction. When retired, he consulted various institutional and private clients in business evaluations.  Ed holds a Bachelor of Commerce from Concordia University in Montreal with a major in economics (1979). In addition, Ed was previously a Chartered Professional Accountant (CPA) and held a Certification in Production and Inventory Control (CPIM).

About Jean Forcione

Jean Forcione 35-year career has been devoted to the healthcare industry, spanning prescription pharmaceuticals, consumer healthcare, diagnostics, and medical devices.

Jean has held senior executive and board positions at both privately held and publicly traded organizations, including Aventis, Pharmacia, Pfizer, Johnson &Johnson, Phadia, Thermo Fisher Scientific, BBI Group and Orion Biotechnology.

Jean’s focus and expertise revolves around general management, commercialization and M&A. Geographically, he has worked and been responsible for businesses around the globe. In the past 14 years, he has been focused on Private Equity backed businesses, first as an investor/executive and in the last 8 years as an investor, non-executive director, and chairman. During this period, Jean has been closely involved with exits totalling 2.9B € in EV.

Mr. Forcione has a proven track record of building high performance teams and delivering outstanding value creation for shareholders.

Grant of options

The Company announces that the Board of Directors has approved the granting of 775,000 stock options (the “Options”) to directors and consultants. Of these options, 250,000 were granted to directors. These options are exercisable (‘‘vested’’) at a price of $0.20 from their grant date, for a period of 10 years following the grant date.

About Devonian

Devonian Health Group Inc. (Devonian)is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. 

Devonian is listed on the TSX Venture Exchange (TSXV: GSD) as well as the OTCQB Venture Exchange (OTCQB: DVHGF).

 For more information, visit www.groupedevonian.com

 Forward Looking Statements

This press release contains forward-looking statements about Devonian’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Devonian’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical and dermo-cosmeceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Devonian to take advantage of business opportunities in the pharmaceutical and dermo-cosmeceutical industries, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Devonian’s prospectus dated April 21^st, 2017 under the heading “Risk Factors” related to Devonian’s business. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

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.

Contact:

Pierre Montanaro
President and Chief Executive Officer
Devonian Health Group Inc.
Telephone: (514) 909-3788
Email: pmontanaro@groupedevonian.com

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Devonian Announces Filing of Preliminary Base Shelf Prospectus

QUEBEC, May 11, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce that it has filed and obtained a receipt for its preliminary short form base shelf prospectus (“Preliminary Shelf Prospectus”) with the securities regulatory authorities in each of the provinces of Canada (excluding the territories). Once a receipt for the final short form base shelf prospectus (“Shelf Prospectus”) has been obtained from the applicable Canadian securities regulatory authorities, the Corporation will be able to offer for sale and issue up to $30 million of subordinate voting shares, subscription receipts, debt securities warrants and units, or any combination thereof (collectively, the “Securities”) from time to time during the 25-month period during which the Shelf Prospectus remains valid. Should the Corporation decide to offer Securities during this period, the specific terms, including the use of proceeds from any offering of Securities, will be set forth in one or more related prospectus supplements to the Shelf Prospectus.

The Corporation has filed the Preliminary Shelf Prospectus to maintain financial flexibility and to have the ability to react quickly to market opportunities for raising additional capital by offering the Securities on an accelerated basis pursuant to the filing of prospectus supplements. However, there is no certainty any Securities will be offered or sold under the Shelf Prospectus within the 25-month period.

This news release does not constitute an offer to sell Securities, nor is it a solicitation of an offer to buy Securities, in any jurisdiction.

The Securities will not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to a registration under the United States Securities Act of 1933, as amended, or applicable exemptions from the registration requirements.

A copy of the Preliminary Shelf Prospectus can be found on the Corporation’s profile on SEDAR at www.sedar.com.

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Québec, Canada where it owns a state-of-the art extraction facility with full traceability ‘from the seed to the pill’. Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the Exchange (TSXV: GSD) and on OTCQB exchange (OTCQB: DVHGF). 

For more information, visit www.groupedevonian.com

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the offering of Securities pursuant to the Shelf Prospectus and generally, the above “About Devonian” paragraph, which essentially describes the Corporation’s outlook, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Devonian Announces Approval of Amendments to its Stock Option Plan and its Restricted Share Unit Plan

Not for distribution to United States newswire services or for dissemination in the United States

QUEBEC, March 30^th, 2023 – Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce that at the annual and special meeting of its shareholders on March 17, 2023 (the “Meeting”), shareholders approved the renewal of the Corporation stock option plan (the “Option Plan”), as amended, and the renewal of the Corporation restricted share unit plan (the “RSU Plan”), as amended. Pursuant to the policies of the TSX Venture Exchange (the “Exchange”), the Option Plan and the RSU Plan are “10% rolling” plans. The maximum aggregate number of subordinate voting shares of the Corporation (the “Shares”) that may be reserved for issuance under the Option Plan and the RSU Plan is equal to 10% of the outstanding Shares, combined with all of the Corporation’s other security-based compensation mechanisms, at the time of the grant of an option or a restricted share unit (a “RSU”).

Option Plan

On November 24, 2021, the Exchange adopted a new policy governing security-based compensation (the “Policy 4.4”). In order to comply with the new requirements of Policy 4.4 amendments have been made to the Option Plan to ensure that:

• any threshold for reservation of Shares to be issued under the Option Plan is now calculated as a percentage of the issued and outstanding Shares and combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms, including the RSU Plan;
• the Exchange approval will be required to accelerate the vesting dates and/or expiry dates of any stock options when the optionholder is engaged to provide investor relation services to the Corporation;
• the disinterested shareholder approval will be required when the Option Plan, together with all of the Corporation’s previously established and outstanding stock option plans or grants and combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms, including the RSU Plan, as the case may be, could permit at any time the grant to insiders of the Corporation (as a group), within a 12 month period, and at any giving time, of an aggregate number of stock options exceeding 10% of all the issued and outstanding Shares of the Corporation, calculated at the date of grant of such stock option to any insider;
• any amendment to the Option Plan or to the terms and conditions of any granted stock option that reduces the exercise prise or that extends the expiry date of a stock option will required the disinterested shareholders approval if the optionholder covered by this amendment is an insider of the Corporation when the amendment is proposed;
• the stock options granted to an insider of the Corporation, a consultant, or to any person holding a stock option with an exercise price that is less than the market price, and the Shares that may be issued upon the exercise thereof will be subject to a four-month resale restriction imposed by the Exchange commencing on the date the stock options are granted to such person; and
• the definition of the term “Employee” now includes an individual who works for a Corporation or its subsidiary on a continuing and regular basis for a minimum of 20 hours per week, providing services normally provided by an employee and who is subject to the same control and direction by the Issuer over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source.

The full text of the Option Plan can be found in Schedule A of the Corporation’s management and information circular, a copy of which can be found on the Corporation’s SEDAR profile at www.sedar.com. The Option Plan remains subject to the final approval of the Exchange.

RSU Plan

In order to comply with the new requirements of Policy 4.4 amendments have also been made to the RSU Plan, to ensure that:

• except as otherwise determined by the Corporation or as set forth in the applicable grant agreement, upon the termination of a participant’s employment (as determined under criteria established by the Corporation), including by way of death, retirement, disability, termination without cause and termination for cause during the term of a share unit, all unvested share units held by the participant shall be forfeited and cancelled provided, however, that the Corporation may, if it determines that a waiver would be in the best interest of the Corporation, waive in whole or in part any or all remaining restrictions or conditions with respect to any such share unit. However, the Corporation may not waive any or all remaining restrictions or conditions that would cause the vesting of a share unit before the date that is one year following the date it is granted or issued;
• each grant agreement will provide that the share unit granted thereunder is not transferable or assignable to anyone other than a permitted assign. In the event of the death of a participant, a permitted assign shall have a period of one (1) year to claim any portion of the share unit-based compensation of the participant; and
• notwithstanding anything else in the RSU Plan, any unvested share units issued to a participant at the time of a merger and acquisition transaction shall immediately vest if the participant is either terminated without cause or resigns with serious reason (as such term has been defined under the Civil Code), from their position with the Corporation within the period ending 12 months from the date of the completion of the merger and acquisition transaction. In the event the adjustment provided in Section 17.3 of the RSU Plan is applicable, the Corporation shall, acting reasonably, determine the extent to which the participant met the conditions for vesting of share units. However, the Corporation may not waive any or all remaining restrictions or conditions that would cause the vesting of a share unit before the date that is one year following the date it is granted or issued, if it does not comply with Section 4.6 of the Policy 4.4 and the termination is not a direct result of a merger and acquisition transaction.

The full text of the RSU Plan can be found in Schedule C of the Corporation’s management and information circular, a copy of which can be found on the Corporation’s SEDAR profile at www.sedar.com. The RSU Plan remains subject to the final approval of the Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Devonian

Devonian Health Group Inc. is a late-stage botanical pharmaceutical corporation with novel therapeutic approaches to targeting unmet medical needs. Devonian’s core strategy is to develop prescription botanical drugs from plant materials and algae for the treatment of inflammatory-autoimmune diseases including but not limited to ulcerative colitis and atopic dermatitis. Based on a foundation of over 15 years of research, Devonian’s focus is further supported by a US-FDA set of regulatory guidelines favouring a more efficient drug development pathway for prescription botanical drug products over those of traditional prescription medicines.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Québec, Canada where it owns a state-of-the art extraction facility with full traceability ‘from the seed to the pill’. Acquired in 2018, Altius Healthcare Inc., its commercialization subsidiary, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the Exchange (TSXV: GSD) and on OTCQB exchange (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com

Forward-Looking Statements

This press release contains forward-looking statements about Devonian’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if the Corporation’s estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, the Exchange final approval of the Option Plan and the RSU Plan, the above “About Devonian” paragraph, Devonian’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical and cosmeceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Devonian to take advantage of business opportunities in the pharmaceutical and cosmeceutical industries, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Devonian’s prospectus dated April 21^st, 2017 under the heading “Risk Factors” related to Devonian’s business. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:

Mr. Pierre J. Montanaro
President and Chief Executive Officer
Devonian Health Group inc.
Telephone: (450) 434-9709
Email: pmontanaro@groupedevonian.com

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