Deveron Signs Definitive Agreement to Acquire Leading Data Analytics Provider Veritas Farm Management

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FOR IMMEDIATE RELEASE: August 28, 2018                                 


Toronto,Ontario– Deveron UAS Corp. (CSE: DVR) (“Deveron” or the “Company”), is pleased to announce that it has signed a definitive agreement (the “Agreement”) to acquire all the issued and outstanding shares of Veritas Farm Management Inc. (“Veritas”) pursuant to an agreement dated August 27, 2018 between Deveron and South West Ag Inc. (the “Vendor”).  The combination of the resulting entity will create a leading data analytics company providing North American farmers with access to data driven insights as well as access to Deveron’s leading drone data network.

Veritas is a data analytics company which provides recurring data consulting and precision agriculture services to large enterprises and large-scale farmers. Veritas had unaudited reported revenue of $1,140,845 in 2017, $1,051,262 in 2016 and $779,797 in 2015. The acquisition is expected to close in Q3 2018.

“Data, analytics and insights have always been the driving factors of our vision in building Deveron as a leading drone data company in North America,” commented Deveron’s President & CEO, David MacMillan. “Veritas has built an insights business deeply rooted in understanding the needs of farmers and what can be implemented on the farm today. We look forward to growing our mutual customer base by providing complementary product offerings that are all rooted in increasing yields and reducing costs.”

“Veritas was born out of the need for better management tools for Ontario farmers. Drone imagery has become one of the tools that allows for better management decisions. This partnership will enable Veritas to continue to develop and deliver measurable solutions to our current and growing geographical footprint of customers, in a way that is easy for farmers to implement. Veritas Farm Management has been able to position itself within the Ontario market in a way that is both strategic and unique. This new relationship with Deveron will only enhance our ability to execute for our customers.” says Aaron Breimer, Business Manager of Veritas Farm Management Inc.

The purchase price for the acquisition of Veritas is comprised of a cash payment of $320,000 and 3,750,000 Units (“Units”) of the Company, issued to the shareholders of South West Ag Inc. Each Unit consists of one common share of the Company (each, a “CommonShare”) and one-quarter of a Common Share purchase warrant at a deemed price of $0.18. Each whole warrant shall

entitle the holder to acquire a Common Share at an exercise price of $0.50 per Common Share for a period of two (2) years from the closing of the acquisition. Under the terms of the agreement, the Units will be released from escrow in five equal tranches of 750,000 Units, every three (3) months, with the initial release occurring on the sixth month following the closing of the acquisition, and the final tranche being released on the eighteenth month after closing. On completion of the transaction, South West Ag Inc. will own 9.9% of the Company shares.

All securities issued in connection with the acquisition 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.

AboutDeveronUAS:Deveron is a leading drone data services company providing powerful data applications and analytics to the agricultural community. Drone data helps farmers reduce costs and increase both yields and profit using sophisticated Unmanned Aerial Systems (“UAS” or “drones”), sensors, software and analytics. Deveron’s drone imagery service network allows farmers in North America to obtain on-demand, actionable data so they can make timely production decisions with the use of ultra high-resolution data. The Company is focused on building a standardized network of pilots, drones and sensors to provide data to decision makers in the farming industry.

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David MacMillan President & CEO Deveron UAS Corp. 416-367-4571 ext. 221

Thisnewsreleaseincludescertain“forward-lookingstatements”withinthemeaningofthatphraseunderCanadiansecuritieslaws.Withoutlimitation,statementsregardingfutureplansandobjectivesoftheCompanyareforwardlookingstatementsthatinvolvevariousdegreesofrisk.Forward-lookingstatementsreflectmanagement’scurrentviewswithrespecttopossiblefutureeventsandconditionsand,bytheirnature,arebasedonmanagement’sbeliefsand assumptionsandsubjecttoknownandunknownrisksanduncertainties,bothgeneralandspecifictotheCompany.AlthoughtheCompanybelievestheexpectationsexpressedinsuchforward-lookingstatementsarereasonable,suchstatementsarenotguaranteesoffutureperformanceandactualresultsordevelopmentsmaydiffermateriallyfromthoseinourforward-lookingstatements.ThefollowingareimportantfactorsthatcouldcausetheCompany’sactualresultstodiffermateriallyfromthoseexpressedorimpliedbysuchforwardlookingstatements:changesintheworld-widepriceofagriculturalcommodities,generalmarketconditions,risksinherentinagriculture,theuncertaintyoffutureprofitabilityandtheuncertaintyofaccesstoadditionalcapital.Additionalinformationregardingthematerialfactorsandassumptionsthatwereappliedinmakingtheseforwardlookingstatementsaswellasthevariousrisksanduncertaintieswefacearedescribedingreaterdetailinthe“RiskFactors”sectionofourannualandinterimManagement’ TheCompanyundertakesnoobligationtoupdatethisforward-lookinginformationexceptas