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Aspri Pharma Canada Inc. Announces Acquisition of Subordinate Voting Shares of Devonian Health Group Inc.

19:00 EST 1 Feb 2018 | Globe Newswire

CONCORD, Ontario, Feb. 02, 2018 (GLOBE NEWSWIRE) -- Aspri Pharma Canada Inc. (“Aspri), a pharmaceutical products wholesale and manufacturer corporation, announces that on February 1, 2018, Devonian Health Group Inc. (“Devonian”) acquired all of the issued and outstanding shares of Altius Healthcare Inc. (“Altius”), a corporation that owns and operates the business of producing, importing, marketing and distributing branded and generic medicines, for consideration consisting of 8,403,361 units (“Units”) of Devonian at a deemed value of $1.19 per Unit (the “Transaction”). The value of the Units was determined using a $70,000,000 pre-money valuation for Devonian divided by 58,784,786, which corresponds to the aggregate number of issued and outstanding shares of Devonian as of the date of the Transaction.

Each Unit is comprised of one subordinate voting share (the “Subordinate Voting Shares”) and one Subordinate Voting Share purchase warrant (the “Warrants”). Each Warrant entitles its holder to subscribe one Subordinate Voting Share at a price of $1.19 per Subordinate Voting Share for a period of 36 months following its issuance. The Subordinate Voting Shares are being kept under escrow, for a period of 36 months.

The shareholders of Altius were the sellers in the Transaction (the “Sellers”). The Sellers directed Devonian to issue the 8,097,777 of the 8,403,361 Units pursuant to the Transaction to Aspri, implying an aggregate value of $9,636,355 to Aspri.

Prior to completion of the Transaction, none of Aspri or the other Sellers held any Subordinate Voting Shares. As a result of the Transaction, Aspri acquired 8,097,777 Subordinate Voting Shares, representing approximately 31.17% of the outstanding Subordinate Voting Shares of Devonian on a non-diluted basis, and 8,097,777 Warrants. If Aspri were to exercise all of the Warrants, it would own a total of 16,195,554 Subordinate Voting Shares representing approximately 62.33% of the issued and outstanding Subordinate Voting Shares of Devonian on a partially diluted basis.

Aspri has no present intention to dispose of or acquire further securities of Devonian, although it may increase or decrease its ownership interest in Devonian depending on, among other factors, market conditions and other factors relevant to Aspri’s investment decisions.

This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Devonian at www.sedar.com. To obtain a copy of the early warning report, you may also contact Sybil Dahan, president of Altius at (514) 868-8440 ext. 200. Aspri’s address is 31B-665 Millway Avenue, Concord (Ontario), L4K 3T8. Devonian’s head office is located at 360, Des Entrepreneurs Street, Montmagny (Québec), G5V 4T1.

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