Deveron Enters into Agreement to Sell Its Assets

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