Deveron Enters into Agreement to Sell Its Assets

Executive Summary

• Deveron Corp. entered into a definitive Share and Asset Purchase Agreement with affiliates of Rock River Laboratory Inc., selling all assets—including its 66.6% stake in A&L Canada Laboratories East—to Rock River.
• Total consideration of US$36.4 M will be paid in cash, secured seller notes, and equity; Deveron receives US$10.6 M (US$4.8 M cash, US$3.4 M seller notes, US$1.4 M Rock River equity, plus a $1.0 M cash return of capital).
• The transaction is intended to resolve significant liquidity constraints and reduce outstanding debt (US$18.9 M allocated to repay TD Bank), subject to shareholder and TSXV approvals; closing expected on or before 30 April 2026.

Key Details

• Purchase Agreement Date: November 3, 2025
• Parties: Deveron Corp.; Rock River Laboratory Inc. (affiliates); Minority Vendors of A&L East; Aqua Capital (equity provider & controlling shareholder of Rock River).
• Total Consideration Paid by Rock River: US$36.4 M, allocated as follows:
• US$18.9 M to repay TD Bank debt
• US$7.8 M cash
• US$6.2 M secured Seller Notes (second‑secured, Canada Bank prime rate, maturing Dec 2029)
• US$3.5 M Rock River equity
• Up‑to US$1.0 M future earn‑out consideration
• Deveron’s Portion of Consideration: US$10.6 M
• US$4.8 M cash (used to retire secured promissory notes & earn‑out payments)
• US$3.4 M Seller Notes
• US$1.4 M Rock River equity
• US$1.0 M cash returned to Deveron shareholders as capital return
• Potential earn‑out of US$0.57 M
• Minority Vendors’ Portion: US$6.9 M (US$2 M cash, US$2.8 M Seller Notes, US$2.1 M Rock River equity, potential earn‑out US$0.43 M).
• Debenture Holders Settlement: Agree to amend debentures; receive US$3.4 M Seller Notes, US$1.18 M Rock River equity (held in trust), and potential earn‑out of US$0.57 M. Additional US$0.2 M equity held in trust for secured promissory note holders.
• Creditor Consent: Over 66.6% of creditors consent to receive consideration at $0.47 per dollar of principal (breakdown: $0.31 Seller Notes, $0.11 Rock River equity, $0.05 earn‑out).
• Common Shareholder Return: US$1.0 M cash (~$0.0067 per share) as a return of capital.
• Termination Fees: US$2.0 M payable by Deveron if a superior proposal is received; US$1.0 M payable if shareholder approval is not obtained.
• Regulatory & Shareholder Approvals Required:
• Two‑thirds (66⅔%) of votes cast at a special shareholders’ meeting (to be held on or before Dec 31, 2025).
• Simple majority excluding related/interested parties per MI 61‑101.
• TSXV and other regulatory approvals.
• Closing Conditions: Subject to debt refinancing, customary closing adjustments, foreign exchange fluctuations, and receipt of all required approvals; expected on or before April 30, 2026.
• Trading Halt: Shares halted since Nov 1, 2024; halt will continue through transaction completion.

Notable Quotes

• David MacMillan, President & CEO: “This Transaction provides a solution for our liquidity issues and maturing debt while positioning the Company for a potential migration to the NEX Board post‑completion.”