Toronto, Ontario--(Newsfile Corp. - December 19, 2025) - Deveron Corp. (TSXV: FARM) ("Deveron" or the "Company") announces that, in connection with the proposed transaction announced on November 3, 2025 (the "Transaction"), staff of the Ontario Securities Commission (the "OSC") have reviewed the management information circular (the "Circular") of the Company dated December 1, 2025, mailed in connection with the special meeting (the "Meeting") of the Company's shareholders (the "Shareholders") being held on December 30, 2025, to, among other things, approve the proposed Transaction. Based on the OSC's review of the Circular, the Company is being asked to provide additional disclosure with respect to the proposed Transaction.

The Company advises that subsequent to entering into a settlement agreement (the "Settlement Agreement") on August 14, 2024 (see press release dated August 15, 2025), the Company received a letter of intent (the "Initial LOI") from Aqua Capital on November 14, 2024, contemplating a debenture financing for the Company. Due to negative covenants contained in the Settlement Agreement with respect to completing additional equity or debt financings, the acceleration of certain debt obligations of the Company, and management's focus on stabilizing the operations of the Company, the Company did not engage with Aqua Capital in connection with the Initial LOI.

Due to the Company's deteriorating financial condition, by February 2025, the Company determined to re-engage with strategic investors and private equity firms that had previously expressed interest in the Company's business, including Aqua Capital. On February 12, 2025, the board of directors of the Company (the "Board") formed a special committee (the "Special Committee") comprised of Mr. David MacMillan, Mr. Albert Contardi and Mr. Ron Patterson with a mandate to review strategic options for the Company, the terms of any proposed transaction, participate in and/or supervise negotiations regarding any proposed transaction and to make recommendations with respect to any proposed transaction to the Board. The Company confirms that it did not have any discussions with Aqua Capital nor did any negotiations take place between receipt of the Initial LOI and the establishment of the Special Committee on February 12, 2025.

Following its establishment, the Special Committee met on several occasions to discuss the various term sheets received by the Company and continued to meet on a regular basis to review strategic alternative transactions for the Company. In March 2025, the Company and Aqua Capital began consistent negotiations with respect to a merger and acquisition transaction, as opposed to a financing. The Special Committee would meet on a weekly basis to discuss the continued negotiations and make recommendations to the Board.

On April 8, 2025, prior to the Board's approval of a resolution to provide Aqua Capital with a formal signing of an updated non-binding letter of intent that would grant Aqua Capital exclusivity for a 90-day period for completion of diligence, Mr. Albert Contardi resigned from the Board due to the fact that he did not support the potential transaction with Aqua Capital. The remaining members of the Special Committee, being Mr. David MacMillan and Mr. Ron Patterson, approved the updated non-binding letter of intent and recommended the potential transaction to the Board.

On October 27, 2025, Mr. Roger Dent, Mr. Greg Patterson and Mr. Ron Patterson resigned from the Board due to concerns with respect to the financial stability of the Company. As a result, Mr. David MacMillan was left as the sole director of the Company. Mr. Chris Irwin was appointed as a director of the Company to ensure that the Company had one independent director.

The OSC has taken the view that the amendment of the Company's outstanding convertible debentures (see press release dated November 3, 2025) and the proposed Transaction are "connected transactions" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, for purposes of the minority approval requirements of MI 61-101, the 5,462,876 common shares in the capital of the Company (the "Common Shares") beneficially owned and controlled by Mr. Chris Irwin (representing approximately 2.58% of the issued and outstanding Common Shares, on an undiluted basis) will be excluded in determining whether minority approval for each of the Share and Asset Sale Resolution (as such term is defined in the Circular) and the Winding Up Resolution (as such term is defined in the Circular) is obtained. Accordingly, a total of 20,538,287 Common Shares representing approximately 9.6% of the issued and outstanding Common Shares, on an undiluted basis, will be excluded in determining whether minority approval for each of the Share and Asset Sale Resolution and the Wind-Up Resolution is obtained.

The Company confirms that it will not proceed with the Wind-Up (as such term is defined in the Circular) if, following receipt of shareholder approval at the Meeting and prior to its implementation, if at all: (i) a material change (as defined in the Securities Act (Ontario)) occurs that results in, or would reasonably be expected to result in, an increase of the market price or value of the Common Shares or (ii) there is a material fact (as defined in the Securities Act (Ontario)) at the time of the Wind-Up that has not been publicly disclosed, which would reasonably be expected to result in an increase of the market price or value of the Common Shares if disclosed.

As a result of the clarifying disclosure, the Company determined to waive the proxy cut-off of 10:00 a.m. (Eastern time) on Wednesday, December 24, 2025. Shareholders may deposit their executed form of proxy with the Company's transfer agent and registrar, TSX Trust Company, at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1, up until the start of the Meeting at 10:00 a.m. (Eastern time) on December 30, 2025.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Deveron: 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.

This news release includes certain "forward-looking statements" within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward-looking statements: changes in the world-wide price of agricultural commodities, general market conditions, risks inherent in agriculture, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied in making these forward-looking statements as well as the various risks and uncertainties we face are described in greater detail in the "Risk Factors" section of our annual and interim Management's Discussion and Analysis of our financial results and other continuous disclosure documents and financial statements we file with the Canadian securities regulatory authorities which are available at www.sedarplus.ca. The Company undertakes no obligation to update this forward-looking information except as required by applicable law. The Company relies on litigation protection for forward-looking statements.