Deveron Enters into Agreement to Sell Its Assets

Core Viewpoint - Deveron Corp. has entered into a share and asset purchase agreement with Rock River Laboratory Inc. to sell all its assets, including a 66.6% equity stake in A&L Canada Laboratories East, Inc., to address liquidity issues and maturing debt [1][2][11]. Summary by Relevant Sections Transaction Details - The total consideration for the transaction is US$36.4 million, which includes cash, secured seller notes, and equity in Rock River [2][4]. - Deveron will receive US$18.9 million to repay outstanding debt to TD Bank, along with US$7.8 million in cash, US$6.2 million in seller notes, and US$3.5 million in Rock River equity [6][8]. - Minority vendors will receive a total of US$10.6 million, including US$4.8 million in cash and US$3.4 million in seller notes [6][10]. Financial Implications - The cash consideration of US$4.8 million will be used to settle secured promissory notes and other obligations, leaving Deveron USA with no additional funds [8]. - Holders of US$10.9 million in outstanding convertible debentures have agreed to amend their terms, accepting a combination of seller notes and equity in Rock River [9][10]. Shareholder and Creditor Agreements - Voting support agreements have been secured from shareholders representing approximately 52% of the voting interest [1][16]. - Over 66.6% of creditors have consented to the transaction, with common shareholders set to receive US$1.0 million as a return of capital [10][18]. Regulatory and Approval Process - The transaction is subject to shareholder approval and must meet conditions set by the TSX Venture Exchange [14][20]. - A special meeting of shareholders is expected to be held by December 31, 2025, to vote on the transaction [15][18]. Company Background - Deveron is an agriculture technology company focused on using data to enhance farming outcomes and reduce costs [23]. - Rock River, the purchaser, is backed by Aqua Capital, a private equity firm with US$1.1 billion in assets under management [22].