Devonian seeks shareholder approval for reverse stock split

Devonian Health Group Inc. (“ Devonian ” or the “ Company ”) ( TSXV: GSD; OTCQB: DVHGF ), a late-stage botanical biopharmaceutical company focused on the development of a unique portfolio of prescription drugs and cosmeceutical products of botanical origin, is pleased to announce that as part of its annual general and special meeting of shareholders (the “ Meeting ”) which will be held virtually on Tuesday, February 20 2024, the Company will seek authorization from its shareholders (the “ Shareholders ”) to permit the board of directors of the Company (the “ Board ”) to consider a consolidation of the issued and outstanding subordinate voting shares of the Company (the “ Shares ”) in a ratio of one new Share for a maximum of seventy (70) old Shares (the “ Consolidation of Shares ”) held. The Board seeks authorization to potentially implement the Consolidation of Shares, if appropriate, if it considers that the increase in the price of the Shares following the Consolidation of Shares could potentially, and mainly, i) expand the pool of investors who might consider investing or would be able to invest in the Company and, (ii) enable the Company to meet certain minimum trading price requirements of the United States and other stock exchanges with a view to a possible registration of Shares.

As of the record date of the Meeting, January 9, 2024, there were 146,730,531 Shares issued and outstanding. Based on the number of Shares issued and outstanding at that time, immediately following the Consolidation, for illustrative purposes only, depending on the ratio of the Consolidation chosen, the number of Shares then issued and in circulation (without taking into account the resulting fractions of Shares) will be as follows:

Consolidation Ratio
Approximate percentage reduction of Subordinate
Voting Shares
Outstanding Subordinate Voting Shares
10:1 90.00% 14,673,053
30:1 96.67 5 4,897,018
70:1 98.57% 2,096,150

Any authorization by the Board to consolidate the Shares is subject to the prior approval of the Shareholders and the TSX Venture Exchange (the “ Exchange ”). Following the Consolidation of Shares, the company name of the Company will remain unchanged.

There can be no assurance that the Board will complete a listing on any U.S. or other stock exchange or that the U.S. or other stock exchange will approve a listing application of the Company. Additional information, including the time and instructions for virtually accessing and voting at the Meeting, is available in the management proxy circular for the Meeting which was sent to Shareholders in accordance with the notice and notification mechanism. access and which is also available under the Company’s profile on SEDAR+ at .

About Devonian

Devonian Health Group Inc. is a late-stage botanical biopharmaceutical company employing an innovative strategy targeting unmet medical needs. Devonian’s primary strategy is to develop botanically derived prescription drugs for the treatment of autoimmune inflammatory diseases including, but not limited to, ulcerative colitis and atopic dermatitis. Built on a foundation of 15 years of research, Devonian’s goal is also supported by regulatory guidelines from the FDA, the US Food and Drug Administration, promoting a more efficient development process for prescription botanical drug products. than that of traditional prescription drugs.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach used with their pharmaceutical offerings. Devonian also owns a marketing subsidiary, Altius Healthcare Inc., focused on the sale of prescription pharmaceutical products in Canada, under license from branded pharmaceutical companies.

Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Quebec, Canada, where it has a state-of-the-art extraction facility with full “seed to pill” traceability. Devonian is listed on the Exchange ( TSXV: GSD ) and the OTCQ Venture Exchange ( OTCQB: DVHGF ).

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Caution 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 consummation of the Consolidation of Shares, the approval of the Shareholders in connection with the Consolidation of Shares, the approval of the Stock Exchange in connection with the Consolidation of Shares, the final consolidation ratio chosen, the intention and ability of the Company to list the Shares on a United States or other stock exchange, the expected benefits of the completion of the Consolidation of Shares, and in general, the paragraph “About Devonian” above which essentially describes the prospects of the Company, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain laws of securities, and are based on expectations, estimates and projections at the time of this press release.

Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by the Company at the time they are made, 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 may directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statement. There can be no assurance that such assumptions and 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 there are risks that the estimates, forecasts, projections and other forward-looking statements will not be realized or that the assumptions will not reflect the future experience. Forward-looking statements are presented for the purpose of providing information about management’s expectations and plans regarding 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 actual results to differ materially from beliefs, plans, objectives, expectations, forecasts, estimates, assumptions and intentions expressed in these forward-looking statements. All forward-looking statements in this news release are qualified by these cautionary statements and those contained in our other filings with the applicable Canadian securities regulators. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material differences between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

The TSX Venture Exchange and its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept no responsibility for the adequacy or accuracy of this release.

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