Deveron Enters into Agreement to Sell Its Assets

Rhea-AI Summary

Deveron (OTC: DVRNF) entered a share and asset purchase agreement dated November 3, 2025 to sell all assets, including its 66.6% stake in A&L East, to affiliates of Rock River for aggregate consideration of US$36.4M.

Consideration includes US$18.9M to repay TD Bank debt, US$7.8M cash, US$6.2M Seller Notes, US$3.5M Rock River equity and up to US$1M earnouts. Deveron shareholders receive an aggregate US$1.0M cash (~US$0.0067/share).

Voting support covers ~52% of shares; debenture consents cover 66.9%. Closing is subject to shareholder and TSXV approval and is expected on or before April 30, 2026. Trading remains halted since November 1, 2024.

Positive

• Total transaction consideration of US$36.4M
• Immediate debt reduction: US$18.9M to repay TD Bank
• Voting support agreements representing ~52% of shares
• Debenture consent agreements representing 66.9% of debenture holders

Negative

• Common shareholders receive only US$1.0M aggregate (~US$0.0067/share)
• Deveron USA expected to have no remaining cash after settlement of secured notes
• Company faces potential migration to the NEX board if continued listing requirements are not met
• Trading halted since Nov 1, 2024 and will remain halted after closing

Asset sale offer provides solution for liquidity issues and maturing debt
Voting support agreements in favour of the transaction have been entered into with various
 Shareholders representing approximately 52% voting interest
Consent agreements have been entered into with 66.9% of the company's debenture holders

Toronto, Ontario--(Newsfile Corp. - November 3, 2025) - Deveron Corp. (TSXV: FARM) ("Deveron" or the "Company"), a leading agriculture services and data company in North America, announces that upon the completion of a strategic review by its board of directors, in the face of significant liquidity issues it has entered into a share and asset purchase agreement (the "Purchase Agreement") dated November 3, 2025, with affiliates of Rock River Laboratory Inc. ("Rock River") whereby Deveron will sell all of its assets, including its 66.6% equity holding in A&L Canada Laboratories East, Inc. ("A&L East") to Rock River. The minority owners in A&L East (the "Minority Vendors") have also agreed to sell their remaining ownership to Rock River (together, with the sale by Deveron of all of its assets, "Transaction"). Aqua Capital, a private equity firm specializing in the food and agribusiness sectors with US$1.1bn in assets under management, will provide equity to the Transaction and remain the controlling shareholder of Rock River upon completion of the Transaction.

As consideration for the Transaction (including the 1/3 minority interest in A&L East), Rock Rover shall pay an aggregate of US$36.4 M. In satisfaction of this consideration, upon closing, the Company and the Minority Vendors will receive a combination of cash, Secured Seller Notes (the "Seller Notes") of Rock River (which Seller Notes are second secured, accrue interest at the Canada Bank prime rate and mature in December, 2029) and equity in Rock River ("Rock River Equity"), as follows:

Total Consideration

• US$18.9 M to repay TD Bank's outstanding debt
• US$7.8 M in cash
• US$6.2 M Seller Notes
• US$3.5 M in Rock River Equity
• Future potential earnout considerations of US$1 M

Consideration to Deveron

• US$10.6 M, payable as follows:
  • US$4.8 M in cash (which will be used to retire certain secured debt obligations of Deveron and certain earnout payments)
  • US$3.4 M of Seller Notes
  • US$1.4 M in Rock River Equity
  • US$1.0 M cash to Deveron shareholders as return of capital
  • Future potential earnout of US$0.57 M

Consideration to Minority Vendors

• US$6.9 M, payable as follows:
  • US$2 M in cash
  • US$2.8 M of Seller Notes
  • US$2.1 M in Rock River Equity
  • Future potential earnout of US$0.43 M

The proceeds of the Transaction outlined above and below are subject to adjustment for, among other things, any difference from the estimated cash position on closing of the Transaction, customary working capital adjustments and foreign exchange fluctuations. One of the Minority Vendors and two third parties who are owed earnout payments will receive an aggregate of US$300,000 of profit participation units of Rock River to settle outstanding amounts owed to them.

Deveron Consideration Summary

The US$4.8M cash consideration will be paid on closing to Deveron USA, a wholly-owned subsidiary of the Company, which will be used to settle certain secured promissory notes of Deveron USA: US$393,000 senior secured bridge loans, plus accrued interest, US$3,481,012 of secured promissory notes, plus accrued interest and US$835,260 of notes owed under certain earnout payments owing to third parties, with remaining proceeds used to pay customary closing fees and other project-related expenses. This leaves Deveron USA with no additional funds.

Holders of the Company's US$10.9M of outstanding convertible debentures, have agreed to amend the debentures so as to reduce the principal amount and accrued interest thereon, and accept in settlement thereof an aggregate of US$3.4 M of Seller Notes, US$1.18 M of equity in Rock River (which will be held in trust by the Company on behalf of the debenture holders), and an entitlement to a potential earnout payment of US$0.57M in the event that Aqua Capital achieves a specified return on its initial capital investment in Rock River, which will accrue solely to the holders of the debentures and Minority Vendors. Additionally, US$0.2 M of equity in Rock River will be held in trust by the Company on behalf of the holders of certain secured promissory notes of Deveron USA to satisfy the obligations under such notes. All of the above shall be subject to closing adjustments and exchange rate fluctuations up to closing. In addition, the debenture holders have consented to the Transaction, and agreed to extend the maturity of the debentures to the earlier of the closing of the Transaction or the termination of the Purchase Agreement.

Over 66.6% of the Creditors have entered into consent agreements to accept the following consideration as consideration for retirement of the Creditors' claims:

Creditor's Individual Consideration

• $0.47 per dollar of the principal amount owed to a holder of a debenture which includes accrued interest for convertible debenture holders broken down as follows:
  • $0.31 per dollar owed of Seller Notes
  • $0.11 per dollar owed in Rock River Equity
  • $0.05 per dollar owed in potential earn-out consideration

Common Shareholder Consideration

The holders of common shares of Deveron will receive an aggregate of US$1.0 M in cash as a return of capital, which is the equivalent of approximately $0.0067 per share. The Company will provide further details in respect of the distribution of consideration to the shareholders of the Company, in due course, by way of one or more press releases.

Transaction Highlights

RRL Ultimate Parent, LLC ("Parent", a wholly owned subsidiary of Rock River), 1001388516 Ontario Inc. ("BidCo", a wholly owned subsidiary of Rock River, and together with Parent, the "Share Purchasers"), Maple Newco, LLC (the "US Buyer" and together with the Share Purchasers, the "Purchasers"), Deveron USA, Woods End Laboratories, LLC ("Woods End", and together with Deveron USA, the "Asset Vendors", which are each wholly-owned subsidiaries of the Company) and certain minority vendors (collectively the "Minority Vendors" and together with the Company and the Asset Vendors, the "Vendors") have entered into a share and asset purchase agreement (the "Purchase Agreement"), whereby the Purchasers shall acquire (the "Transaction"): (i) all of the securities (the "Purchased Shares") in the capital of A&L East; and (ii) all of the assets of Deveron USA and Woods End (the "Purchased Assets").

The Purchase Agreement includes certain representations and warranties of the Vendors in favour of the Purchasers. The Purchase Agreement includes payment of a "termination fee" in the amount of US$2.0 M payable by the Company to the Purchasers in the event that, among other things,: (i) the Company receives a superior proposal with respect to the Purchased Assets; and US$1.0 M payable by the Company to the Purchasers in the event that, among other things, the Company does not receive shareholder approval for the Transaction. The summary of the Purchase Agreement as set out in this press release is qualified in its entirety by the full text of the Purchase Agreement, a copy of which will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Transaction constitutes a Reviewable Disposition as defined in Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets ("Policy 5.3") of the TSX Venture Exchange Inc. ("TSXV") and, as such, completion of the Transaction remains subject to shareholder approval and the approval of the TSXV.

The Company intends to hold a meeting of its shareholders on or before December 31, 2025 (the "Meeting"). Closing is also subject to certain other conditions which are customary for a transaction of this nature. The Company and the Purchasers are not "Non-Arm's Length Parties" within the meaning of applicable TSXV polices, and the purchase price of the Purchased Assets and all ancillary agreements were arrived at through arm's-length negotiations.

Voting Support Agreements

Directors, officers and shareholders of the Company holding an aggregate number of shares of the Company which represent approximately 52% of the currently outstanding common shares in the capital of Deveron have entered into customary support agreements with Rock River to vote their shares in favour of the Transaction.

The Company will file a material change report in respect of the Transaction, and a copy of the Purchase Agreement and the form of voting support agreements will be filed with the applicable Canadian securities regulators and will be available for review on SEDAR+ at www.sedarplus.ca. Full details of the Transaction will be included in the management information circular of the Company describing the matters to be considered at the Meeting. A copy of the management information circular will be made available on SEDAR+ (www.sedarplus.ca) under the profile of the Company.

Completion of the Transaction will, among other things, require the approval of: (i) at least two-thirds (66 2/3%) of the votes cast by the shareholders of the Company; and (ii) a simple majority of the votes cast by shareholders of the Company, excluding for this purpose the votes of "related parties" and "interested parties" and other votes required to be excluded under Multilateral Instrument 61‐101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), with all votes to occur at a special meeting of the Company's securityholders. Additionally, the Transaction is subject to final closing conditions, including debt refinancing. Total considerations on closing remain subject to business performance which could lead to other adjustments, and final exchange rates at the time of closing. Two of the Minority Vendors who are directors of A&L East will receive an aggregate of CAD$4,763,471 in satisfaction of promissory notes issued to them by Deveron in connection with a settlement agreement dated August 14, 2024 (see press release dated August 14, 2024). In addition, as consideration for the sale of the two Minority Vendors', approximate 32% interest in A&L East, they will receive approximately $6.9 M of the total consideration being paid by Rock River.

The Company expects that it will be subject to migration to the NEX Board of the TSXV following completion of the Transaction unless it can demonstrate to the TSXV that it will meet "Continued Listing Requirements" ("CLR") within the meaning of such term under applicable TSXV policies. At this time the Company has not yet acquired or developed any such business and there can be no assurances that it will be able to do so before its listing is migrated from Tier 2 to NEX, or at all.

The trading of the Company's shares has been halted since November 1, 2024, and will remain halted following closing of the Transaction. Further updates will be announced on the status of the Purchase Agreement, and the completion of the Transaction, as appropriate. The Transaction contemplated by the Purchase Agreement is subject to regulatory approval, including the approval of the TSXV. Closing of the Transaction, assuming receipt of all required shareholder approvals, regulatory approval, including TSXV approval as well as the satisfaction of all conditions precedent, is expected to occur on or before April 30, 2026.

Additional Information

The Company will provide further details in respect of the Transaction in due course by way of one or more press releases.

About Rock River: Rock River's majority shareholder is Aqua Capital, a private equity firm specializing in the food and agribusiness sectors with US$1.1bn in assets under management. As at the most recent year-end of December 31, 2024, on an unaudited basis, Rock River had total assets of $6.804m (Q1 2025 - $6.782m), total liabilities of $2.381m (Q1 2025 $2.442m) and total shareholder equity of $4.423m (Q1 2025 - $4.340m). For the twelve-month period ended September 31, 2025, Rock River had, on an unaudited basis, total revenue of $10.901m (Q3 2025 - $2.515m) and a total profit of $1.000m (Q3 2025 - $0.216m).

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.

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

This news release may contain forward-looking statements which reflect the Company's current expectations regarding future events. The forward-looking statements are often, but not always, identified using words such as "seek", "anticipate", "plan", "estimate", "expect", "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. The risks and uncertainties include whether the Company will be able to obtain regulatory, TSXV or shareholder approval for the Transactions, and whether the Vendors and the Purchasers will be able to satisfy all of the conditions in the Purchase Agreement and the ancillary documents. The Purchased Assets are subject to risks including changes in the worldwide price of agricultural commodities, general market conditions, risks inherent in agriculture, the uncertainty of future profitability and the uncertainty of access to additional capital.. Many risks are inherent in the industries in which the Company participates; others are more specific to the Company. The Company's ongoing quarterly filings should be consulted for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. Management assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise, other than as required by law.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273061

FAQ

What did Deveron (DVRNF) agree to sell on November 3, 2025?

Deveron agreed to sell all assets, including its 66.6% stake in A&L East, to Rock River affiliates for an aggregate US$36.4M.

How much cash will Deveron shareholders receive per share from the DVRNF transaction?

Holders of Deveron common shares will receive an aggregate US$1.0M, equivalent to about US$0.0067 per share.

When is the DVRNF asset sale expected to close and what approvals are required?

Closing is expected on or before April 30, 2026 and requires shareholder approval and TSXV regulatory approval.

How does the transaction affect Deveron's debt and debenture holders (DVRNF)?

The deal directs US$18.9M to repay TD Bank and converts portions of debenture claims into Seller Notes, Rock River equity and potential earnouts.

What shareholder support exists for the DVRNF transaction?

Directors, officers and shareholders holding approximately 52% of outstanding shares entered voting support agreements in favor of the transaction.

Will Deveron remain listed on the TSXV after the sale of assets?

The company expects possible migration to the NEX board unless it demonstrates compliance with TSXV continued listing requirements before migration.