Deveron Provides Clarifying Disclosure in Connection with Proposed Transaction

Executive Summary

• The Ontario Securities Commission has requested additional disclosure on Deveron Corp.’s proposed transaction announced on November 3 2025, affecting the upcoming special shareholders’ meeting on December 30 2025.
• Significant board turnover occurred in 2025, leaving David MacMillan as sole director before appointing Chris Irwin as an independent director; this underscores governance concerns surrounding the pending merger with Aqua Capital.
• The OSC has determined that certain shareholdings (≈9.6% of outstanding common shares) will be excluded when calculating minority‑holder approval thresholds for the Share and Asset Sale Resolution and the Wind‑Up Resolution.

Key Details

• OSC Review: The regulator reviewed Deveron’s Management Information Circular dated December 1 2025 and asked for further disclosure regarding the proposed transaction.
• Proposed Transaction: Originally announced November 3 2025; involves a merger and acquisition with Aqua Capital, previously considered as a debenture financing in 2024.
• Board Changes:
• Albert Contardi resigned April 8 2025 (opposed to Aqua Capital deal).
• Roger Dent, Greg Patterson, Ron Patterson resigned October 27 2025 over financial‑stability concerns.
• David MacMillan became sole director; Chris Irwin appointed as independent director to satisfy governance requirements.
• Special Committee: Formed February 12 2025 (MacMillan, Contardi, Patterson) to evaluate strategic alternatives and negotiate with Aqua Capital.
• Minority Approval Calculation:
• Shares owned by Chris Irwin (5,462,876 shares ≈2.58%) excluded from minority‑approval count.
• Additional 20,538,287 shares (≈9.6% of outstanding) also excluded for both the Share & Asset Sale Resolution and the Wind‑Up Resolution under MI 61‑101.
• Shareholder Meeting Logistics: Proxy cut‑off deadline waived; proxies may be submitted up to the start of the meeting at 10:00 a.m. ET on December 30 2025.
• Conditional Wind‑Up Clause: Deveron will not proceed with a wind‑up if (i) a material change occurs that would increase share price/value, or (ii) undisclosed material facts exist that could affect share value.

Notable Quotes

• “The Company confirms that it will not proceed with the Wind‑Up…if a material change … results in an increase of the market price or value of the Common Shares.” – David MacMillan, President & CEO

This release contains forward‑looking statements and standard risk disclosures; no responsibility is assumed by the TSX Venture Exchange for its adequacy.