Mr. Luc Gregoire reports

DEVONIAN SEEKS SHAREHOLDERS APPROVAL FOR SHARE CONSOLIDATION

During Devonian Health Group Inc.'s general annual and special meeting of shareholders, which will be held virtually on Feb. 20, 2024, the corporation will seek the authorization of the shareholders of the corporation to allow the board of directors of the corporation to consider a consolidation of the issued and outstanding subordinate voting shares of the corporation at a ratio of one new postconsolidation share for up to 70 old preconsolidation shares held. The board is seeking authority to potentially implement the share consolidation in the event of an opportunity if it believes that the resultant increase to the trading price of the shares from effecting the share consolidation could potentially, and principally, i) broaden the pool of investors that may consider investing or be able to invest in the corporation, and ii) enable the corporation to satisfy certain minimum trading price requirements of United States and other stock exchanges for a potential listing of the shares.

As of the record date for the meeting, Jan. 9, 2024, there were 146,730,531 shares issued and outstanding. Based on the number of shares issued and outstanding then, immediately following the completion of the share consolidation, for illustrative purposes only, depending on the share consolidation ratio selected, the number of shares then issued and outstanding (disregarding any resulting fractional shares) will be as shown in the attached table.

Any authority of the board to consolidate the shares is conditional upon the prior approval of shareholders and the TSX Venture Exchange. Following the share consolidation, the corporation's name will remain unchanged.

There is no assurance that the board will proceed with a listing on a U.S. or other stock exchange, or that the U.S. or other stock exchange would approve a listing application by the corporation. Additional information, including the time and instructions for virtually accessing and voting at the meeting are available in the management information circular for the meeting mailed to shareholders using notice-and-access and which is also available under the corporation's profile on SEDAR+.

About Devonian Health Group Inc.

Devonian Health Group 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 United States Food and Drug Administration 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 also owns a commercialization subsidiary, Altius Healthcare Inc., focused on selling prescription pharmaceutical products in Canada, under licence from brand name pharmaceutical companies.

We seek Safe Harbor.