Dr. Andre Boulet reports

DEVONIAN ISSUES SETTLEMENTS OF INTEREST DUE TO A DEBENTURE HOLDER AND ANNOUNCES THE RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Devonian Health Group Inc. has issued securities in consideration of interest it owes to a holder of debentures issued during the private placement announced by press release dated July 19, 2018.

The company has issued 291,393 units at a unit price of 17.3 cents to Aspri Pharma Canada Inc., holder of a debenture issued during the first tranche of the private placement closed on July 19, 2018. These units are issued against the interest due to Aspri as of Jan. 19, 2020, for a total amount of $50,411. Each unit consists of one subordinate voting share and one warrant. Each warrant gives its holder the right to subscribe to a subordinate voting share in the share capital of the corporation at a price of 22.5 cents for a period of 48 months.

The issuance of units is subject to the approval of the TSX Venture Exchange and will be subject to a retention period of four months and one day.

The payment of interest in the form of securities of the corporation takes place in favour of Aspri Pharma Canada (for an amount of $50,411, or 291,393 units), a holder of more than 10 per cent of the securities of the corporation, which constitutes a transaction with a related party within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, and within the meaning of TSX-V Policy 5.9 -- Protection of Minority Security Holders in Special Transactions. However, the directors of the corporation, who voted, have determined that the exemptions from the official valuation obligation and the approval of minority holders, provided for in sections 5.5 (a) and 5.7 (1)(a) of MI 61-101, respectively, may be invoked, as neither the fair market value of the shares issued to this insider nor the fair market value of the consideration paid exceeds 25 per cent of the market capitalization of the corporation. No director of the corporation has expressed a contrary opinion or disagreement in connection with the foregoing.

A material change report relating to this transaction with a related party will be filed by the corporation no later than 21 days prior to the date on which shares and units are expected to be issued, as the conditions of participation of unrelated persons on the one hand and related persons on the other hand in connection with the issuance of shares and units were not determined.

Annual general meeting of shareholders

The number of shares represented in person or by proxy represented 92.43 per cent of the total number of issued and outstanding shares of Devonian.

The seven candidates nominated for election to Devonian's board of directors and listed in the corporation's management information circular dated Dec. 20, 2019, were elected by a majority of the votes cast by shareholders present in person or represented by proxy at the meeting, as outlined in an attached table.

Name              Votes for (%)   Votes withheld (%)

Jacques Bernier          99.90                 0.10              
Andre P. Boulet          99.80                 0.20              
Borys Chabursky          99.90                 0.10              
Sybil Dahan              99.17                 0.83              
Louis Flamand            99.90                 0.10              
Terry L. Fretz           99.90                 0.10              
Tarique Sayed            99.90                 0.10              

Appointment of auditor

In addition, Devonian's shareholders have approved the appointment of PricewaterhouseCoopers SRL/SENCRL as the auditor of the corporation to hold office until the next annual meeting of shareholders.

Ratification and confirmation of the corporate's stock option plan

In total, 99.62 per cent of Devonian's shareholders have ratified and confirmed the corporation's stock option plan.

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

We seek Safe Harbor.