DEVONIAN ANNOUNCES SHARE CONSOLIDATION IN FURTHER PREPARATION FOR POTENTIAL U.S. LISTING

Rhea-AI Summary

Devonian Health Group (OTCQB: DVHGF; TSXV: GSD) announced a 1-for-60 share consolidation, approved by shareholders with 99.79% support, as part of preparations for a potential U.S. listing. The consolidation is subject to final TSXV acceptance and is expected to take effect at market open on or around January 22, 2026. Post-consolidation the company expects approximately 2,765,725 common shares outstanding (from 165,943,512 today), with no fractional shares issued and rounding to the nearest whole share. The OTCQB symbol will temporarily append a "D" for 20 business days after effectiveness. New CUSIP 251834883 and ISIN CA2518348834 will apply.

Positive

• Shareholder approval of 99.79% signals strong support
• Expected reduction to ~2,765,725 post-consolidation shares outstanding
• Action intended to help meet U.S. listing price requirements

Negative

• Consolidation is subject to TSXV final acceptance
• No fractional shares will be issued; holdings will be rounded to whole shares
• Temporary OTCQB symbol change: a "D" appended for 20 business days

QUÉBEC, Jan. 20, 2026 /PRNewswire/ - Devonian Health Group Inc. ("Devonian" or the "Company") (TSXV: GSD) (OTCQB: DVHGF) is pleased to announce that, in connection with an evaluation of an additional listing of the Company's common shares ("Common Shares") on a U.S. stock exchange, following the approval of its shareholders by a majority of 99,79 %, the Company will be implementing a consolidation (reverse stock split) of its outstanding Common Shares on the basis of one new Common Share for every sixty currently outstanding Common Shares (the "Consolidation Ratio").

The Company believes that the increase to the trading price of the Common Shares from effecting the consolidation could potentially, and principally (i) broaden the pool of investors that may consider investing or be able to invest in the Company, and (ii) enable the Company to satisfy certain minimum trading price requirements of U.S. and other stock exchanges for a potential listing of the Common Shares.

The Consolidation Ratio was determined by the Company's board of directors and the officers of the Company in accordance with the parameters authorized by the Company's shareholders at the Company's annual and special meeting of the shareholders held on March 20, 2025. The consolidation is subject to final acceptance of the TSX Venture Exchange (the "TSXV"). The Company intends to complete the consolidation at the open of market on or around January 22, 2026 and the Common Shares are expected to commence trading on the TSXV on a post‑consolidation basis beginning at the open of markets on or around January 22, 2026, under the existing name and symbol "GSD". On the OTCQB Venture Market, the Company's trading symbol will also remain unchanged, although a "D" will be temporarily appended as the fifth character of the trading symbol for 20 business days starting the effective date of the consolidation. Following the consolidation, the new CUSIP number for the Common Shares will be 251834883 and the new ISIN number will be CA2518348834.

The Company currently has 165 943 512 Common Shares issued and outstanding and upon completion of the consolidation, the Company expects to have approximately 2 765 725 Common Shares issued and outstanding, subject to any issuances prior to the consolidation and rounding for any fractional shares. No fractional shares will be issued as a result of the consolidation and the number of post-consolidation shares to be received by each shareholder will be rounded to the nearest whole Common Share that such holder would otherwise be entitled to receive upon the implementation of the share consolidation.

Holders of Common Shares who hold uncertificated shares (that is shares held in book‑entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book‑entry account(s) electronically adjusted by the Company's transfer agent or, for beneficial shareholders, by their brokerage firm, banks, trusts or other nominees that hold in street name for their benefit. Such holders do not need to take any additional actions to exchange their pre‑consolidation Common Shares for post‑consolidation Common Shares. If you hold your Common Shares with such brokerage firm, bank, trust or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.

Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the share consolidation and instructing them to surrender their share certificates representing pre‑consolidation Common Shares for replacement certificates or a direct registration advice representing their post‑consolidation Common Shares. Following the effective date of the consolidation, and until surrendered for exchange, each share certificate formerly representing pre‑consolidation Common Shares will be deemed to represent the number of whole post‑consolidation Common Shares to which the holder is entitled as a result of the consolidation.

About Devonian

Devonian Health Group Inc. is a clinical stage pharmaceutical company specializing in the development of drugs for various auto-immune fibroinflammatory disease with novel therapeutic approaches to targeting unmet medical needs. Devonian's core strategy is to develop prescription drugs for the treatment of fibroinflammatory autoimmune diseases including but not limited to atopic dermatitis, radiodermatitis and ulcerative colitis.

Devonian is also involved in the development of high-value cosmeceutical products leveraging the same proprietary approach employed with their pharmaceutical offerings. Devonian also owns a commercialization subsidiary, Altius Healthcare LP, focused on selling prescription pharmaceutical products in Canada, under licenses from brand name pharmaceutical companies.

Devonian Health Group Inc. was incorporated in 2015 and is headquartered in Quebec, Canada where it owns a state-of-the art extraction facility. Devonian is traded publicly on the TSX Venture Exchange (the "Exchange") (TSXV: GSD) and currently quoted on the OTCQB Venture Market (OTCQB: DVHGF).

For more information, visit www.groupedevonian.com.

Cautionary Note Regarding Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including, but not limited to those relating to the anticipated effects and timing of the proposed consolidation; the expected range of the consolidation ratio; the anticipated post-consolidation trading price of the Common Shares; the potential impact of the consolidation on investor interest and liquidity; the ability to satisfy minimum price or other listing requirements of U.S and other stock exchanges; the expected number of Common Shares outstanding following completion of the consolidation; the impacts in perceived trading price following the consolidation; the final approval from the TSXV; the ability of the Company to maintain compliance with regulatory requirements following the consolidation; and generally, the above "About Devonian" paragraph, all of which essentially describes the Company's outlook, constitute "forward-looking information" or "forward-looking statements" within the meaning of certain securities laws (collectively, "forward-looking statements"), and are based on expectations, estimates and projections as of the time of this press release. Such forward-looking statements may be identified by the use of words such as "intends", "believes", "expects", or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", or "will" be taken, occur or be achieved.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that these assumptions will prove to be correct and there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the applicable securities regulators of Canada. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE Devonian Health Group Inc.

FAQ

What is the consolidation ratio for Devonian (DVHGF) and when is it effective?

The consolidation is 1-for-60 and is expected to take effect at market open on or around January 22, 2026.

How many Devonian (DVHGF) shares will be outstanding after the consolidation?

The company expects approximately 2,765,725 common shares outstanding after the consolidation, subject to issuances and rounding.

Will Devonian (DVHGF) shareholders receive fractional shares after the consolidation?

No. No fractional shares will be issued; post-consolidation entitlements will be rounded to the nearest whole share.

Does the consolidation guarantee a U.S. listing for Devonian (DVHGF)?

No. The consolidation is intended to help meet U.S. listing price criteria but a U.S. listing is not guaranteed and requires additional approvals.

Will Devonian's OTCQB trading symbol change after the consolidation?

The OTCQB symbol will remain the same except a temporary "D" will be appended as the fifth character for 20 business days starting on the effective date.

What should registered Devonian (DVHGF) shareholders with certificates do after the consolidation?

Registered shareholders will be mailed a letter of transmittal instructing them to surrender pre-consolidation certificates for replacement certificates or a direct registration advice.