Devonian Health Group Inc — Capital/Financing Update 2021

Sep 21, 2021

SCHEDULE 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of the Corporation

DEVONIAN HEALTH GROUP INC. (the “ Corporation

360, rue des Entrepreneurs Montmagny QC G5V 4T1

2. Date of Material Change

September 13, 2021

3. News Release

A news release, in French and English versions, was issued on September 13, 2021 through Business Wire and filed on SEDAR.

4. Summary of Material Change

On September 13, 2021, the Corporation announced the closing of a private placement.

5. Full Description of Material Change

5.1 Full Description of Material Change

On September 13, 2021, the Corporation announced that it has closed a private placement (the “ Offering ”) by issuing 2,415,090 units (the “ Units ”) at a price of $0.44 per Unit for aggregate gross proceeds of $1,062,639.60. Each Unit consists of one subordinate voting share and one share purchase warrant (a “ Warrant ”). Each Warrant entitles its holder to purchase one subordinate voting share, at a price of $0.50, until September 13, 2023.

The net proceeds of the Offering will be used by the Corporation for working capital and general corporate purposes. All securities issued under the Offering are subject to a four month and one day hold period from the date of issue in accordance with applicable securities laws, ending on January 13, 2022. This Offering has received conditional approval from the TSX Venture Exchange and remains subject to the final approval of the TSX Venture Exchange.

5.2 Disclosure for Restructuring Transactions

Not applicable.

6. Reliance on subsection 7.1(2) of Regulation 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For all additional information, please contact:

Mr. André P. Boulet President and Chief Executive Officer Telephone: (514) 248-7509

9. Date of Report

September 21, 2021