NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN
THE UNITED STATES.
QUEBEC–(BUSINESS WIRE)–Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV:GSD),
a clinical stage biopharmaceutical corporation, today announces the
issuance of the following securities in consideration of interest
payable to the Debenture holders issued in the private placement as
announced in press releases dated July 19, 2018 and September 4, 2018:
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190,931 Subordinate Voting Shares at a price of $ 0.29 per share (the
“Shares”). 173,831 Shares are issued to Aspri Pharma Canada Inc.,
holder of debentures issued in the first tranche of the private
placement closed on July 19, 2018 and 17,100 Shares are issued to
Jacques Bernier, holder of debentures issued in the second tranche of
the Offering closed on August 31, 2018. These Shares are issued
against the interest due to them on January 19, 2019 and February 28,
2019, respectively, for a total amount of $ 55,370;
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95,500 units at a unit price of $ 0.31 (each, a “Unit”) to debenture
holders issued in the second tranche of the private placement closed
on August 31, 2018, in consideration for the interest due on February
28, 2019 for an amount of $ 29,605. Each Unit consists of one
Subordinate Voting Share and one Warrant (a “Warrant”). Each warrant
entitles its holder to subscribe for one subordinate voting share of
the share capital of the Company at a price of $0,40 for a period of
24 months.
The issuance of Shares and Units is conditional to the approval of the
TSX Venture Exchange and will be subject to a hold period of 4 months
and one day.
Interest payments in the form of securities of the Corporation are in
favor of Mr. Jacques Bernier ($ 4,959 or 17,100 Shares), a director of
the Corporation and Aspri Pharma Canada Inc. (in the amount of $ 50,111,
173,831 Shares), a holder of more than 10% of the securities of the
Corporation, 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
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 determined that exemptions from
the formal valuation and minority approval requirements of sections 5.5
(a) and 5.7 (1) (a) of Regulation 61-101 may be invoked as neither the
fair market value of the shares issued to such insiders nor the fair
market value of the consideration paid exceeds 25% of the market
capitalization of the Corporation. No director of the Corporation has
expressed a contrary opinion or disagreement 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.
In addition, the Corporation announces that the Board of Directors has
approved the grant of options (the “Options”) to purchase Subordinate
Voting Shares in the capital of the Corporation. These options are
exercisable at a price of $ 0.60 for a period of ten years from the date
of grant. A total of 150,000 options have been granted to certain
directors of the Corporation. These options are exercisable on the grant
date.
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 2013 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 partner, brings
opportunities for further diversification and growth potential. Devonian
is traded publicly on the TSX Exchange (TSXv:GSD).
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, 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.
Contacts
Dr André P. Boulet, PhD
President and Chief Executive Officer
Devonian
Health Group Inc.
Telephone: (514) 248-7509
Email: apboulet@groupedevonian.com