Dr. Andre Boulet reports

DEVONIAN ANNOUNCES THE ISSUANCE OF UNITS IN SETTLEMENT OF INTERESTS OWED TO A DEBENTURE HOLDER

Devonian Health Group Inc. has issued the following units in settlement of interests owed to a holder of debentures issued in the private placement, as announced by a press release dated July 19, 2018:

• A total of 252,055 units at a unit price of 20 cents are issued to Aspri Pharma Canada Inc., holder of a debenture issued in 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. 18, 2021, 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 26 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 hold period of four months and one day.

The settlement of interests in the form of units of the corporation takes place in favour of Aspri (for an amount of $50,411 or 252,055 units), a holder of more than 10 per cent of the securities of the corporation, which constitutes a related-party transaction within the meaning of Regulation 61-101 respecting protection of minority securityholders in special transactions and within the meaning of Policy 5.9 of the stock exchange (Protection of Minority Securities Holders in Special Transactions). However, the directors of the corporation who voted have determined that exemptions from the formal valuation and minority approval requirements provided for in sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, respectively, may be invoked as neither the fair market value of the units 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 the subordinate voting shares and the warrants 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 the subordinate voting shares and the warrants were not determined.

About 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 has a focus supported by a U.S. 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 its pharmaceutical offerings. Devonian 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 partner, brings opportunities for further diversification and growth potential. Devonian is traded publicly on the TSX Venture Exchange (TSX-V: GSD).

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