Deveron Provides Clarifying Disclosure in Connection with Proposed Transaction

Core Viewpoint - Deveron Corp. is undergoing a proposed transaction that requires additional disclosure as requested by the Ontario Securities Commission, with a special meeting of shareholders scheduled for December 30, 2025, to approve the transaction [1]. Group 1: Transaction Details - The proposed transaction was initially announced on November 3, 2025, and involves a management information circular dated December 1, 2025, which is under review by the Ontario Securities Commission [1]. - The Company received a letter of intent from Aqua Capital on November 14, 2024, for a debenture financing, but did not engage due to negative covenants in a prior settlement agreement [2]. - By February 2025, the Company decided to re-engage with strategic investors, including Aqua Capital, and formed a special committee to explore strategic options [3]. - The Special Committee began negotiations with Aqua Capital in March 2025 regarding a merger and acquisition transaction rather than financing [4]. Group 2: Board Changes and Governance - On April 8, 2025, a board member resigned due to disagreement over the potential transaction with Aqua Capital, but the remaining members approved an updated non-binding letter of intent [5]. - By October 27, 2025, several board members resigned due to concerns about the Company's financial stability, leaving Mr. David MacMillan as the sole director [6]. Group 3: Regulatory and Shareholder Approval - The Ontario Securities Commission views the amendment of the Company's convertible debentures and the proposed transaction as "connected transactions," affecting minority approval requirements [7]. - A total of 20,538,287 common shares, approximately 9.6% of the issued shares, will be excluded from the minority approval calculation for the transaction [7]. - The Company will not proceed with the Wind-Up if a material change occurs that could increase the market price of the common shares before implementation [8]. Group 4: Shareholder Engagement - The Company has waived the proxy cut-off time, allowing shareholders to deposit their executed proxy forms until the start of the meeting on December 30, 2025 [9].