Devonian Announces Approval of Amendments to its Stock Option Plan and its Restricted Share Unit Plan

Devonian Health Group Inc. (“Devonian” or the “Corporation”) (TSXV: GSD; OTCQB: DVHGF), a clinical stage botanical pharmaceutical corporation, focused on developing a unique portfolio of botanical pharmaceutical and cosmeceutical products, is pleased to announce that at the annual and special meeting of its shareholders on March 17, 2023 (the “Meeting”), shareholders approved the renewal of the Corporation stock option plan (the “Option Plan”), as amended, and the renewal of the Corporation restricted share unit plan (the “RSU Plan”), as amended. Pursuant to the policies of the TSX Venture Exchange (the “Exchange”), the Option Plan and the RSU Plan are “10% rolling” plans. The maximum aggregate number of subordinate voting shares of the Corporation (the “Shares”) that may be reserved for issuance under the Option Plan and the RSU Plan is equal to 10% of the outstanding Shares, combined with all of the Corporation’s other security-based compensation mechanisms, at the time of the grant of an option or a restricted share unit (a “RSU”).

Option Plan

On November 24, 2021, the Exchange adopted a new policy governing security-based compensation (the “Policy 4.4”). In order to comply with the new requirements of Policy 4.4 amendments have been made to the Option Plan to ensure that:

	(i)	any threshold for reservation of Shares to be issued under the Option Plan is now calculated as a percentage of the issued and outstanding Shares and combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms, including the RSU Plan;
	(ii)	the Exchange approval will be required to accelerate the vesting dates and/or expiry dates of any stock options when the optionholder is engaged to provide investor relation services to the Corporation;
	(iii)	the disinterested shareholder approval will be required when the Option Plan, together with all of the Corporation’s previously established and outstanding stock option plans or grants and combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms, including the RSU Plan, as the case may be, could permit at any time the grant to insiders of the Corporation (as a group), within a 12 month period, and at any giving time, of an aggregate number of stock options exceeding 10% of all the issued and outstanding Shares of the Corporation, calculated at the date of grant of such stock option to any insider;