Mr. Philip Linton reports

DEVERON ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Further to the press releases of Aug. 15, 2024, Deveron Corp. has completed the first tranche of its non-brokered private placement through the issuance of 22,805,991 units in the capital of the company at a price of seven cents per unit for gross proceeds of $1,596,419.37.

Each unit is composed of one common share in the capital of the company and one-half of one whole common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at a price of 10 cents per common share until the date that is 18 months from the date of issuance.

In connection with the offering, the company paid StephenAvenue Securities Inc. an aggregate of $35,749.99 and issued an aggregate of 510,713 broker warrants. Each broker warrant entitles the holder thereof to acquire one common share at a price of 10 cents per common share for a period of 18 months from the date of issuance.

All securities issued in connection with the offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Net proceeds from the offering will be used for general working capital purposes and for the partial repayment of certain promissory notes.

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 7,590,709 units 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(g) and 5.7(1)(e) of MI 61-101, as the company is in financial difficulty and the transaction is designed to improve the financial position of the company, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the closing of the offering because the details of the participation therein by related parties of the company were not settled until shortly prior to closing of the offering and the company wished to close on an expedited basis in accordance with the settlement agreement announced by the company on Aug. 15, 2024.

The offering was approved by the members of the board of directors of the company who are independent for the purposes of the offering, being all directors other than Mr. Dent, Mr. Linton and Mr. Irwin. No special committee was established in connection with the offering, and no materially contrary view or abstention was expressed or made by any director of the company in relation thereto.

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 build products that recommend ways to better manage fertilizer, seed, fungicide and other farm inputs. Additionally, it has a national network of data technicians who are deployed to collect various types of farm data, from soil to drones, who build a basis of its best-in-class data layers. Its focus is the United States and Canada where one billion acres of farmland are actively farmed annually.

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