Mr. Phil Linton reports

DEVERON ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Deveron Corp. has closed an insider-led non-brokered private placement through the issuance of 575 unsecured convertible debentures at a price of $1,000 per debenture for gross proceeds of $575,000. The company intends to use the net proceeds from the offering for general working capital.

The issuance of the debentures pursuant to the offering was (and, if applicable, the underlying common shares of the company upon conversion of the debentures shall be) completed on a private placement and prospectus exempt basis, as applicable, such that the issuances are (or in the case of any underlying common shares, shall be) exempt from any applicable prospectus and securities registration requirements.

The debentures will mature three years following the date of issuance and will bear interest at an interest rate of 12 per cent per annum, payable in arrears: (i) in cash; or (ii) the equivalent value in common shares based on a price per common share equal to the greater of: (A) the 20-trading-day volume-weighted average trading price of the common shares on the TSX Venture Exchange (or such other Canadian stock exchange on which the common shares may trade) ending five trading days preceding the interest due date; and (B) the market price (as defined under exchange policies) of the common shares at the time the interest becomes payable. The holder of a debenture will have the right, from time to time and at any time after the first-year anniversary of the date of issuance, to the maturity date, to convert all or any portion of the outstanding principal amount into common shares in the capital of the company, at a conversion price of 20 cents per common share, subject to adjustment as herein provided.

Pursuant to applicable Canadian securities laws, the debentures, as well as any underlying common shares to be issued upon conversion or exchange of these securities, are subject to a hold period of four months and one day, expiring on Aug. 26, 2024. The offering remains subject to the final approval of the exchange.

The offering constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders of the company acquired an aggregate of 575 convertible debentures pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by the insider does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the of the offering, which the company deems reasonable in the circumstances to complete the offering in an expeditious manner.

About Deveron Corp.

Deveron is an agriculture technology company that uses data and insights to help farmers and large agriculture enterprises increase yields, reduce costs and improve farm outcomes. The company employs a digital process that leverages data collected on farms across North America to drive unbiased interpretation of production decisions, ultimately recommending how to optimize input use. Its team of agronomists and data scientists builds products that recommend ways to manage fertilizer, seed, fungicide and other farm inputs better. Additionally, it has a national network of data technicians who are deployed to collect various types of farm data, from soil to drone, that build a basis of its best-in-class data layers. Its focus is the United States and Canada, where one billion acres are actively farmed annually.

We seek Safe Harbor.