Deveron Acquires Farm Dog – February 22, 2021

Deveron Corp. (TSX-V: FARM) (“Deveron” or the “Company”), a leading agriculture digital services and insights provider in North America, is pleased to announce it has acquired FD Agro Technologies LLC (“Farm Dog”), an award winning agriculture data platform company that helps farmers, agronomists and agribusinesses record, organize and leverage on-farm information to make better decisions.

Highlights of Acquisition:
• Acquires, Farm Dog’s customer-facing, mobile and web agriculture data platform.
• Adds over 4,000 new clients representing over 2,000,000 acres
• Accelerates Deveron’s digital service offerings
• Assumes a strategic contract (expiring in 2025) with the United States Department of
Agriculture (USDA)

This synergistic acquisition will provide Deveron clients with a new, award-winning mobile and web customer portal, which will improve their ability to access, organize and act on their farm data, as well as order Deveron collection and insight services with the click of a button.

For Farm Dog customers, their user experience will only be improved by the addition of new tools and services that will be accessible via the app.

Liron Brish, who founded Farm Dog in 2015 and led the Company as its CEO, will join Deveron as VP Product and Sustainability. Liron will be focused on integrating the Farm Dog and Deveron products and services into a single offering. In addition, he will be working with Deveron’s partners to advance sustainability initiatives within agriculture.

Prior to founding Farm Dog, Liron started several other start-up ventures and was a consultant at McKinsey and Co. He has a law degree from New York University and a BBA Honors Finance from The University of Texas – Austin.

“We are thrilled to welcome Farm Dog to the Deveron team. Farmdog will become the company’s customer facing portal, and we believe the portal and the userbase will accelerate our revenue growth. This acquisition allows Deveron to provide its customer base a digital platform while expediting development time, minimizing customer acquisition costs, and ramping our technologies to scale quickly and efficiently. The addition of Liron to our management team also adds talent and credibility to our company,” said David MacMillan, President and CEO of Deveron.

Under the terms of the transaction, if all milestones are met, Deveron has agreed to purchase all the assets of Farm Dog for a maximum consideration of US$1,000,000.

Upon signing, the Company will pay US$250,000, to be satisfied through the payment of US$100,000 in cash and the issuance of US$150,000 of common shares of Deveron. Upon execution of the agreement, 25% of the shares will be issued. The additional 75% of the shares are to be issued on the next two anniversaries of the closing of the transaction. All shares will be priced at $0.64 per common share.

Based on the achievement of certain milestones, the remaining US$750,000 would be payable as follows:
• US$250,000 of common shares in the event that Farm Dog adds 2,000,000 unique acres within 3 years of the transaction date
• US$250,000 worth of common shares and US$250,000 in cash in the event that Farm Dog generates an additional $5,000,000 in revenue by the end of 2022

In connection with the appointment of Mr. Brish, Deveron will be granting him 325,000 options to purchase common shares upon closing of the transaction. The options will vest over a period of two years and will be priced at $0.64 per share.

The completion of the transaction remains subject to the approval of all regulatory and other
approvals, including the approval of the TSXV.