Devonian Announces the Results of its Annual General and Special Shareholders' Meeting, the Approval of Amendments to its Stock Option Plan, and Grant of Stock Options

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, announced today the results of the vote of its annual general and extraordinary shareholders' meeting (the “Meeting”) held on February 20, 2024, via video conference at 10:00 a.m. (EST).

Election of Directors

Taking into account the proxies received and the votes cast at the Meeting, the following individuals have been elected as directors of the Corporation until the next annual shareholders' meeting: Messrs. Luc Grégoire, André Boulet, Louis Flamand, David C. Baker, Edward Dahl and Jean Forcione.

Appointment of Auditor

Taking into account the proxies received and the votes cast at the Meeting, PricewaterhouseCoopers s.r.l./s.e.n.c.r.l. has been appointed as the independent auditor of the Corporation for the current fiscal year, and the directors of the Corporation have been authorized to determine its remuneration.

Option Plan

Taking into account the proxies received and the votes cast at the Meeting, the renewal of the Corporation's stock option plan (the “Option Plan”), as amended, has been approved by disinterested shareholders. Within the meaning of the policies of the TSX Venture Exchange (the “Exchange”), the Option Plan is a “fixed up to 20%” plan. Accordingly, 29,346,106 subordinate voting shares of the Corporation (the “Shares”), representing 20% of the number of Shares outstanding as of January 9, 2024, are reserved for granting of combined stock options.

In order to, among others, amend the classification of the Option Plan to a “fixed up to 20%” plan, in accordance with the requirements of Policy 4.4 of the Exchange, amendments have been made to the Option Plan to ensure that:

1. the maximum number of Shares which may be issued for all purposes under the Option Plan shall be equal to 29,346,106 Shares. If any stock option granted hereunder is cancelled, terminated, expired, surrendered, or forfeited for any reason in accordance with the terms of the Option Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of the Option Plan;
2. no stock option may be granted to an eligible participant under the Option Plan (and to any companies that are wholly owned by that person) if the Shares reserved for issuance with respect to such grant and the stock options combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms, already granted exceed, in a twelve (12) month period, 10% of all the issued and outstanding Shares, calculated at the date of grant of such stock options, subject to the Corporation obtaining the requisite disinterested shareholder approval in accordance with the policies of the Exchange;
3. the total number of stock options to be granted to insiders of the Corporation (as a group), must not exceed 20% of all the issued and outstanding Shares combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms, at any point in time and in any 12-month period calculated at the date of grant of such stock options, subject to the Corporation obtaining the requisite disinterested shareholder approval in accordance with the policies of the Exchange;
4. in the event of an inconsistency between the terms of the Option Plan and the notice of grant, the notice of grant shall prevail provided that the terms of the Notice of Grant (i) are more restrictive than the terms of the Option Plan; and (ii) do not conflict with the rules of any Exchange upon which the Shares of the Corporation are listed. In the event of such discrepancy with the rules of any Exchange upon which the Shares of the Corporation are listed, the approval of the Exchange shall be obtained prior to the implementation of any of the conflicting provisions;
5. the board of directors of the Corporation may, by notifying an option holder or its legal representative, in its sole discretion, extend the expiry date of any stock options in whole or in part. If the option holder is an Insider of the Corporation, the disinterested shareholder approval is required to extend the expiry date of any stock options in whole or in part. The board of directors of the Corporation cannot, under any circumstances, extend the expiry date of any stock options for a period greater than 12 months following the date on which the stock option holder ceases to be an eligible participant under the Option Plan for any reason whatsoever;
6. subject to the discretionary power of the board of directors of the Corporation, outstanding stock options that are not vested as of the date the option holder ceases to be an eligible person under the Option Plan for any reason such as disability, resignation, dismissal or termination of contract, shall terminate on such date, cannot be vested and become null, void and of no effect. The board of directors of the Corporation cannot, under any circumstances, extend the expiry date of any stock options for a period greater than 12 months following the date on which the stock option holder ceases to be an eligible participant under the Option Plan for any reason whatsoever; and
7. the policies of the Exchange provides that the Corporation must obtain the approval of disinterested shareholders considering that the Corporation wishes to have permission to i) grant to the Corporation's insiders (as a group), at any time and within a given 12-month period, a total number of stock options greater than 10% (i.e. 20%) of all the issued and outstanding Shares, this number being calculated at the date of grant of such stock options, combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms; and ii) grant to eligible participants under the Option Plan (and to any companies that are wholly owned by that person) a total number of stock options greater than 5% (i.e. 10%) of all the issued and outstanding Shares, in any 12-month period, this number being calculated at the date of grant of such stock options, combined with the Shares reserved for all of the Corporation’s other security-based compensation mechanisms.

The full text of the Option Plan can be found in Schedule A of the Corporation's management and information circular, a copy of which can be found on the Corporation's SEDAR profile at www.sedarplus.ca. The Option Plan remains subject to the final approval of the Exchange.