Deveron Announces Results of Special Meeting

Rhea-AI Summary

Deveron (OTC: DVRNF) announced that shareholders approved all resolutions at the December 30, 2025 special meeting, including a share and asset sale under a purchase agreement dated November 3, 2025, a proposed name change to Finis Holdings Inc., delisting from the TSX Venture Exchange, an application to cease being a reporting issuer, and a voluntary winding up. Each special resolution was approved by approximately 97.92% of shares voted; minority approval figures ranged ~97.54% (where applicable). The company currently anticipates closing the Transaction on or about January 15, 2026, subject to conditions precedent.

Positive

• Shareholder approval of Transaction by 97.922%
• All special resolutions approved, enabling next steps
• Targeted Transaction close on or about Jan 15, 2026

Negative

• Planned delisting from TSX Venture Exchange reduces market liquidity
• Application to cease being a reporting issuer ends continuous public disclosures
• Voluntary winding up and sale of substantially all assets signals end of current operations

Toronto, Ontario--(Newsfile Corp. - December 30, 2025) - Deveron Corp. (TSXV: FARM) ("Deveron" or the "Company") is pleased to announce the results of its special meeting of shareholders (the "Meeting") held on December 30, 2025. At the Meeting, shareholders voted in favour of all resolutions brought before the Meeting. Details of all resolutions that were voted upon are set out in the management information circular (the "Management Information Circular") dated December 1, 2025. The Management Information Circular is available on the Company's profile on SEDAR+ at www.sedarplus.ca.

At the Meeting, the following items of business were approved:

Approval of Transaction

Shareholders approved the special resolution (the "Share and Asset Sale Resolution") regarding the sale of substantially all of the assets of the Company (the "Transaction") pursuant to Section 184(3) of the Business Corporations Act (Ontario) pursuant to a share and asset purchase agreement dated November 3, 2025 (for details of the Transaction, please refer to the press release dated November 3, 2025). The Share and Asset Sale Resolution authorizing the Transaction was approved by (i) 97.922% of the shareholders of the Company present in person or represented by proxy at the Meeting, and (ii) 97.542% of the minority shareholders of the Company present in person or represented by proxy at the Meeting, (being those common shares of the Company beneficially owned or controlled by shareholders other than David MacMillan, Greg Patterson and Chris Irwin, whose votes were excluded from the minority vote in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")).

Name Change

Shareholders approved the special resolution regarding the proposed name change of the Company from "Deveron Corp." to "Finis Holdings Inc." or such other name as the directors of the Company, in their sole discretion, may determine. The special resolution approving the name change was approved by 97.921% of the shareholders of the Company present in person or represented by proxy at the Meeting.

Delisting from the TSX Venture Exchange

Shareholders approved the proposed delisting of the Company's common shares from the TSX Venture Exchange. The resolution approving the proposed delisting of the Company's common shares from the TSX Venture Exchange was approved by: (i) 97.922% of the shareholders of the Company present in person or represented by proxy at the Meeting and (ii) 97.361% of the minority shareholders of the Company present in person or represented by proxy at the Meeting, (being those common shares of the Company beneficially owned or controlled by shareholders other than David MacMillan, Greg Patterson and Chris Irwin, whose votes were excluded from the minority vote in accordance with the policies of the TSX Venture Exchange).

Cease to be Reporting Issuer

Shareholders approved the proposed application to the Ontario Securities Commission to cease to be a reporting issuer. The resolution approving the proposed application to the Ontario Securities Commission to cease to be a reporting issuer was approved by 97.922% of the shareholders of the Company present in person or represented by proxy at the Meeting.

Winding Up

Shareholders approved the special resolution regarding the voluntary winding up of the Company pursuant to Section 193 of the Business Corporations Act (Ontario) at a time to be determined by the directors of the Company (the "Wind Up"). The special resolution authorizing the Wind Up was approved by (i) 97.922% of the shareholders of the Company present in person or represented by proxy at the Meeting, and (ii) 97.542% of the minority shareholders of the Company present in person or represented by proxy at the Meeting (being those common shares of the Company beneficially owned or controlled by shareholders other than David MacMillan, Greg Patterson and Chris Irwin, whose votes were excluded from the minority vote in accordance with MI 61-101).

Transaction Update

Completion of the Transaction remains subject to, among other things, satisfaction of all conditions precedent to closing the Transaction. Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, the Company currently anticipates the closing of the Transaction to occur on or about January 15, 2026.

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.

For more information and to join our community, please visit www.deveron.com.

David MacMillan
President & CEO
dmacmillan@deveron.com
Tel: 647-963-2429

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279242

FAQ

What did Deveron (DVRNF) shareholders approve on December 30, 2025?

Shareholders approved the share and asset sale, a name change to Finis Holdings Inc, delisting, cessation as a reporting issuer, and voluntary winding up.

When does Deveron expect the Transaction (sale of substantially all assets) to close?

The company currently anticipates closing the Transaction on or about January 15, 2026, subject to conditions precedent.

How large was shareholder support for Deveron's special resolutions at the December 30, 2025 meeting?

Each special resolution was approved by approximately 97.92% of shareholders voting; minority approval percentages where reported were ~97.54%.

What does the proposed delisting of Deveron (DVRNF) mean for shareholders?

Delisting from the TSX Venture Exchange would reduce public trading on that exchange and may limit liquidity for existing shareholders.

Will Deveron remain a reporting issuer after the approved resolutions?

No; shareholders approved applying to the Ontario Securities Commission to cease being a reporting issuer, subject to regulatory approval and process.

Does shareholder approval mean the Transaction is closed for Deveron (DVRNF)?

No; completion remains subject to satisfaction or waiver of all closing conditions and regulatory requirements before the anticipated close date.