FOR IMMEDIATE RELEASE: February 23, 2016
TSXV: DVR
Deveron Resources Ltd. (TSX-V: DVR) (“Deveron” or the “Company”), announces that further to its press release dated November 13, 2015, it has entered into a definitive arm’s length share exchange agreement dated February 19, 2016 (the “SEA“) to acquire all of the issued and outstanding shares of 2487473 Ontario Inc. (operating as Eagle Scout Imaging) (“248” or “EagleScout“), a private company existing under the laws of the Province of Ontario. Eagle Scout uses the most advanced unmanned aerial systems (“UAS”, “UAV” or, more commonly, “drones”) along with industry leading hardware, camera, sensor and software technologies to collect crop data and provide solutions to farmers. Images can be used with existing farm GIS software for variable rate fertilizing, seeding, pesticide applications and other prescription management solutions to ultimately help farmers increase yields and reduce costs. With an initial focus on the 7 million acres of prime agricultural land in Ontario, Eagle Scout is well positioned to capture the growth opportunities that exist in this new market. For more information on UAVs and agriculture, go to: www.deveronuas.com/journal
Norm Lamothe, original owner and developer of the UAS business Eagle Scout, is now Head, UAS Agriculture for 248. Under his guidance, the company will be expanding its service offerings in 2016. Mr. Lamothe has been one of the most active agricultural UAV imagery providers in the province. Eagle Scout has developed a full service product that covers flight planning, data capture and analytics so that farmers can increase the return on their investment. Mr. Lamothe holds a Special Flight Operating Certificate (“SFOC”) with Transport Canada and is also a licensed fixed wing pilot. “As an experienced pilot and farmer, UAVs and precision agriculture have offered me an opportunity to marry my two passions,” commented Norm Lamothe. “There are so many opportunities to apply technology to the 88 million acres of farmland in Canada and our UAV service delivers data analytics and solutions while saving the farmer the additional burden of owning hardware, interpreting data, planning flights and dealing with the regulatory system.”
248 currently has 1,700,001 common shares (“248Shares”) issued and outstanding with 850,000 common share purchase warrants and no options outstanding. The principal shareholders of 248 are William Linton, a resident of Toronto, Ontario, Quinsam Capital Corp., a company incorporated pursuant to the laws of Canada, each holding approximately 29.4% of the outstanding 248 Shares, Roger Dent, a resident of Toronto, Ontario, who holds approximately 17.7% of the outstanding 248 Shares and David Masotti, a resident of Toronto, Ontario, who holds approximately 14.7% of the outstanding 248 Shares. Messrs. Dent and Masotti are currently directors of 248 and will join the board of Deveron following completion of
the transaction. Brief biographies of Messrs. Dent and Masotti are as follows:
David Masotti
Mr. David F. Masotti is a corporate director and business leader with general management experience in numerous industries including telecommunications, aerospace and venture capital. Mr. Masotti is the co-founder and a Director of Defyrus Inc, a life sciences biodefence company. Previous positions include President and Chief Operating Officer of Chemtrade Logistics Income Fund, a provider of industrial chemicals and services (from January 2006 to October 2007), President of Rogers Telecom Inc. (from March 2005 to January 2006), President and Chief Executive Officer of DFM Consulting Inc. (from July 2002 to March 2005), President and Chief Executive Officer of Skulogix Inc., a provider of online fulfillment and financial settlement services (from March 1999 to July 2002), President of Spar Space Systems, a manufacturer of space robotics and satellite components and systems (from February 1997 to February 1999), and Vice President and General Manager of Rogers WAVE™ (@HOME), a provider of high speed internet services (from 1994 to 1995). Mr. Masotti has an Electrical Engineering Degree from Queen’s University and an MBA from the Harvard Business School. Mr. Masotti is also a recipient of the Top 40 Under 40 business achievement award. Mr. Masotti is presently a member of the board of directors of Firan Technology Group (TSX:FTG), Managing Director of Tancho Innovation Capital and was a director of COM DEV International (TSE: CDV) until recently, when the company was acquired by Honeywell. Mr. Masotti has served as a director of numerous other private and public companies and also served as a member of the Board of Trustees at Queen’s University and is a volunteer business mentor for The Next 36 – Canada’s Entrepreneurial Leadership Initiative.
Roger Dent
Mr. Roger Dent currently is CEO of Quinsam Capital and Quinsam Opportunities I. He is a director of AcuityAds, Omni-Lite, CalNano, and Tinley Beverages. Previously Mr. Dent was portfolio manager at Matrix Asset Management Inc. (2003-2011) where he managed a Small Companies Fund and Strategic Small Cap Fund. From 1996 to 2002, he was Director of Research & Vice Chairman at Yorkton Securities. From 1987 to 1996 Mr. Dent worked at CIBC and was active in corporate finance, debt syndication and research and was ranked #1 Small Cap Analyst in 1995. He graduated from Queen’s University with a B. Comm. in 1983 and an MBA from the Harvard Business School in 1987.
Proposed Transaction
Pursuant to the SEA, Deveron will acquire all of the issued and outstanding common shares of 248 by the issuance to the shareholders of 248 of: (i) 1,700,001 common shares in the capital of Deveron (the “CommonShares”) at a deemed price of $0.20 per Common Share; and (ii) 850,000 Common Share purchase warrants (the “PaymentWarrants”) at a deemed price of
$0.001 per Payment Warrant. Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.40 per Warrant Share at any time on or before 5:00 p.m. (Toronto time) on the date that is 24 months following the closing date of the transaction. As additional consideration, Deveron is required to issue one (1) Common Share (each, an “AdditionalPaymentShare”) as fully paid and non-assessable, at a deemed price of $0.20 per Common Share, for each $1.00 of gross revenue earned during each of the four fiscal years ending after the closing date of the transaction (each, an “Earn-out Period”), to a maximum of 1,000,000 Common Shares in the aggregate. In due course, the Company will issue press releases with further information.
Deveron was previously involved in the exploration and development of mineral exploration assets in Canada and is in the process of terminating these activities. The transaction may constitute a “Change of Business” under the policies of the TSX Venture Exchange (the “Exchange”) and is subject to Exchange approval. The Company plans to apply to delist its common shares from the TSXV and apply for listing on the CSE. Delisting is subject to TSX-V approval and listing on the CSE is subject to CSE approval. The Company is in the process of preparing to submit the requisite documents to the CSE. There is no assurance the CSE will provide conditional or final approval of the company’s application to list its common shares on the CSE.
For more information and to join our community, please visit www.deveronuas.com or contact:
David MacMillan
VP Corporate Development Deveron Resources Ltd.
416-367-4571 ext. 226
dmacmillan@deveronresources.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
VentureExchange)acceptsresponsibilityfortheadequacyoraccuracyofthisrelease.TheTSXVentureExchangehasinnowaypasseduponthemeritsoftheproposedtransactionandhasneitherapprovednordisapprovedthecontentsofthisrelease.
Completionofthetransactionissubjecttoanumberofconditions,includingExchangeacceptanceanddisinterestedShareholderapproval.ThetransactioncannotcloseuntiltherequiredShareholderapprovalisobtained.Therecanbenoassurancethatthetransactionwillbecompletedas proposedoratall.Investorsarecautionedthat,exceptasdisclosedintheFilingStatementtobepreparedinconnectionwiththetransaction,anyinformationreleasedorreceivedwithrespecttotheChangeofBusinessmaynotbeaccurateorcompleteandshouldnotbereliedupon.TradinginthesecuritiesoftheCompanyshouldbeconsideredhighlyspeculative.
Thisnewsreleaseincludescertain“forward-lookingstatements”withinthemeaningofthatphraseunderCanadiansecuritieslaws.Withoutlimitation,statementsregardingpotentialmineralizationandresources,explorationresults,andfutureplansandobjectivesoftheCompanyareforwardlookingstatementsthatinvolvevariousdegreesofrisk.Forward-lookingstatementsreflectmanagement’scurrentviewswithrespecttopossiblefutureeventsandconditionsand,bytheirnature,arebasedonmanagement’sbeliefsandassumptionsandsubjecttoknownandunknownrisksanduncertainties,bothgeneralandspecifictotheCompany.AlthoughtheCompanybelievestheexpectationsexpressedinsuchforward-lookingstatementsarereasonable,suchstatementsarenotguaranteesof futureperformance and actualresults or developments maydiffermateriallyfromthosein ourforward-lookingstatements.ThefollowingareimportantfactorsthatcouldcausetheCompany’sactualresultstodiffermateriallyfromthoseexpressedorimpliedbysuchforwardlookingstatements:changesintheworldwidepriceofcommodities,generalmarketconditions,risksinherentinexploration,risksassociatedwithdevelopment,constructionandminingoperations,theuncertaintyoffutureprofitabilityandtheuncertaintyofaccesstoadditional capital. Additional informationregarding thematerialfactorsandassumptionsthatwereappliedinmakingtheseforwardlookingstatementsaswellasthevariousrisksanduncertaintieswefacearedescribedingreaterdetailinthe“RiskFactors”sectionofourannualandinterimManagement’sDiscussionandAnalysisofourfinancial results and other continuous disclosure documents and financial statements we file with the Canadiansecuritiesregulatoryauthoritieswhichareavailableatwww.sedar.com. TheCompanyundertakesnoobligationtoupdatethisforward-lookinginformationexceptasrequiredbyapplicablelaw.TheCompanyreliesonlitigation
protectionforforwardlookingstatements.