Deveron Announces Closing of Private Placement of Convertible Debentures

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FOR IMMEDIATE RELEASE: October 5th, 2023                            



Toronto,Ontario– Deveron Corp. (TSX-V: FARM) (“Deveron”or the “Company”), a leading agriculture service and data company in North America, is pleased to announce that further to its press release of September 25, 2023, the Company has closed the first tranche of a non-brokered private placement through the issuance of 1,750 unsecured convertible debentures (each, a “Debenture”) at a price of $1,000 per Debenture for gross proceeds of $1,750,000 (the “Offering”). The Company intends to use the net proceeds from the Offering to refinance the Company’s outstanding promissory note and for general working capital.

The issuance of the Debentures pursuant to the Offering were (and, if applicable, the underlying common shares of the Company (“CommonShares”) 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 (3) years following the date of issuance (the “Maturity Date”) and will bear interest at an interest rate of nine percent (9%) per annum, payable semi-annually in arrears in cash. The holder of a Debenture will have the right, from time to time and at any time after 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, at a conversion price of $0.42 per Common Share (the “Conversion Price”), subject to adjustment as therein provided.

In connection with the Offering, the Company paid certain eligible finders a cash commission in the aggregate of $91,000 and issued 216,666 finder’s warrants (each, a “Finder Warrant“). Each Finder Warrant entitles the holder thereof acquire one Common Share at a price of $0.42 per Common Share until the date that is twelve (12) months from the date of issuance.

Pursuant to applicable Canadian securities laws, the Debentures, and the Finder’s Warrants, 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 February 6, 2024. The Private Placement 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 – ProtectionofMinoritySecurity HoldersinSpecialTransactions(“MI61-101“) as an insider of the Company acquired an aggregate of 200 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% 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 in order to complete the Offering in an expeditious manner.

AboutDeveron: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. Our team of agronomists and data scientists build products that recommend ways to manage fertilizer, seed, fungicide and other farm inputs better. Additionally, we have a national network of data technicians that are deployed to collect various types of farm data, from soil to drone, that build a basis of our best-in-class data layers. Our focus is the US and Canada where 1billionacresare actively farmedannually.

For more information and to join our community, please visit or reach us on Twitter @Deveron.

Phil Linton

VP Corporate Development Deveron Corp. Tel: 647-622-0076

NeitherTSXVentureExchangenoritsRegulationServicesProvider(asthattermisdefinedinpoliciesoftheTSXVentureExchange) accepts responsibility for the adequacy or accuracy of thisrelease.

Thisnewsreleaseincludescertainforward-lookingstatements”withinthemeaningofthatphraseunderCanadiansecuritieslaws.Withoutlimitation,statementsregardingfutureplansandobjectivesoftheCompanyareforwardlookingstatementsthatinvolvevariousdegreesofrisk.Forward-lookingstatementsreflectmanagement’scurrentviewswithrespecttopossiblefutureeventsandconditionsand,bytheirnature,arebasedonmanagement’sbeliefsandassumptionsandsubjecttoknownandunknownrisksanduncertainties,bothgeneralandspecifictotheCompany.AlthoughtheCompanybelievestheexpectationsexpressedinsuchforward-lookingstatementsarereasonable,suchstatementsarenotguaranteesoffutureperformanceand actualresultsor developmentsmaydiffermateriallyfromthosein ourforward-lookingstatements.ThefollowingareimportantfactorsthatcouldcausetheCompanysactualresultstodiffermateriallyfromthoseexpressedorimpliedbysuchforwardlookingstatements:changesin theworld-widepriceofagriculturalcommodities,generalmarketconditions,risksinherentinagriculture,theuncertaintyoffutureprofitabilityandtheuncertaintyofaccesstoadditionalcapital.Additionalinformationregardingthematerialfactorsand assumptionsthatwereappliedin makingthese forwardlookingstatementsaswellasthevariousrisks anduncertaintieswefacearedescribedingreaterdetailinthe”RiskFactors”sectionofourannualandinterimManagement’sDiscussionand Analysisofour financialresultsand othercontinuousdisclosuredocumentsand financialstatementswefilewiththeCanadiansecuritiesregulatoryauthoritieswhich TheCompanyundertakesno obligation toupdatethisforward-lookinginformationexceptasrequiredbyapplicablelaw.TheCompanyreliesonlitigationprotectionforforward looking statements.