Parties Clarify That the Business Combination Agreement Remains in Full Force and Effect; Form S-4 Registration Statement Expected to Be Filed in the Coming Weeks

Company Website: https://www.devvstream.com
CALGARY, Alberta -- (Business Wire)

DevvStream Corp. (NASDAQ: DEVS) ("DevvStream" or the "Company"), XCF Global, Inc. (NASDAQ: SAFX) ("XCF"), and Southern Energy Renewables Inc. ("Southern") (together, the "Parties") wish to clarify recent media coverage that mischaracterized a current report on Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission (the "SEC") on May 18, 2026 (the "8-K").

The 8-K reported, among other things, that DevvStream had received fairness opinions in connection with the proposed three-party business combination and that the original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025 (the "Prior Merger Agreement"), had automatically terminated. As disclosed in the 8-K, the Prior Merger Agreement survived the execution of the Business Combination Agreement (the "BCA"), entered into on April 13, 2026 by and among DevvStream, XCF, and Southern. However, the BCA expressly provided that, upon expiration of the Fairness Opinion Termination Rights set forth in the BCA -- which occurred upon receipt of the required fairness opinions by DevvStream and XCF-- the Prior Merger Agreement would automatically terminate without any liability or ongoing obligation to any party. The Parties have confirmed that this automatic termination has occurred in accordance with the terms of the BCA. The termination of the Prior Merger Agreement was a mechanical contractual step required under the BCA framework, not a decision by any party to withdraw from the proposed combination.

The BCA among DevvStream, XCF, and Southern remains in full force and effect. The Parties continue to work diligently toward completing the proposed combination and expect to file a registration statement on Form S-4 with the SEC in the coming weeks. The Form S-4 filing is a key step toward obtaining SEC effectiveness and the required shareholder approvals necessary to close the proposed combination.

ABOUT DEVVSTREAM CORP.

DevvStream Corp. (NASDAQ: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets, including carbon credits and renewable energy certificates.

ABOUT XCF GLOBAL, INC.

XCF Global, Inc. (NASDAQ: SAFX) is a U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF") focused on decarbonizing transportation while supporting domestic fuel supply and energy security. XCF’s flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.

ABOUT SOUTHERN ENERGY RENEWABLES INC.

Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals, technology, and products developer focused on advancing large-scale biomass-to-fuels projects, including sustainable aviation fuel and green methanol.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination transaction among XCF, DevvStream and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain preliminary proxy statements of DevvStream and XCF that also constitute a prospectus of XCF (the "Proxy Statements/Prospectus"). A definitive proxy statement is expected to be mailed to stockholders of DevvStream and XCF as of a record date to be established for voting on the proposed business combination transaction and other matters as described in the Proxy Statements/Prospectus. DevvStream, XCF and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This communication is not a substitute for any proxy statement, registration statement or prospectus, or any other document that DevvStream and Southern (as applicable) may file with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF DEVVSTREAM ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENTS/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

DevvStream's investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus (when they become available), as well as other filings containing important information about DevvStream, Southern, and other parties to the proposed transaction, without charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by (i) XCF will be available free of charge under the tab "Financials" on the "Investors" page of XCF's website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting XCF's Investor Relations Department at safx@xcf.global and (ii) DevvStream will be available free of charge under the tab "Financials" on the "Investor Relations" page of DevvStream's website at www.devvstream.com/investors/ or by contacting DevvStream's Investor Relations Department at ir@devvstream.com.

PARTICIPANTS IN THE SOLICITATION

DevvStream, Southern, XCF, EEME and their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies from DevvStream's and XCF's stockholders in connection with the proposed transaction. Information regarding directors and executive officers of (i) XCF is contained in a Current Report on Form 8-K/A, filed with the SEC on October 31, 2025, its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and in other documents subsequently filed with the SEC and (ii) DevvStream is contained in DevvStream's proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on November 18, 2025 and in other documents subsequently filed with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

NO OFFER OR SOLICITATION

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including statements regarding the proposed transactions contemplated by the BCA, the anticipated structure, timing and conditions of the proposed transaction, the anticipated filing of the Form S-4 registration statement, and the expected completion of the proposed combination. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "aim," "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern the Company's, XCF's, or Southern's expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, expectations, and assumptions that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by such forward-looking statements.

Forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that may cause actual results, developments or outcomes to differ materially from those expressed or implied by such statements. Important factors that could cause actual results, developments or outcomes to differ materially include, among others:

(1) changes in domestic and foreign business, market, financial, political, regulatory and legal conditions;

(2) the risk that the plant conversion is delayed, not completed on the anticipated timeline, or requires additional capital beyond current expectations;

(3) the risk that XCF is unable to achieve the specified annualized revenue and EBITDA thresholds, which depend in significant part on XCF's business performance, operating results, market demand, execution capabilities, and other factors;

(4) the risk that Southern does not receive authorization to issue up to $400 million of bonds, that such bonds are delayed, issued on less favorable terms, or not issued at all;

(5) the risk that XCF is unable to obtain or maintain compliance with applicable Nasdaq continued listing standards, including regaining compliance with $1.00 minimum bid price requirement, which could result in delisting if compliance is not regained within applicable cure periods;

(6) the inability to satisfy or waive the closing conditions contemplated by the business combination agreement;

(7) the occurrence of events, changes or other circumstances that could give rise to the termination of the business combination agreement, or that could result in disputes or litigation relating to the interpretation, enforceability or performance of the binding provisions of the business combination agreement;

(8) the outcome of any legal proceedings that may be instituted against the Company, XCF, Southern, EEME or their respective affiliates, which could be costly, time-consuming, divert management attention and adversely affect liquidity or financial condition;

(9) uncertainty with respect to the scope, timing or completion of due diligence by any party and each party's satisfaction therewith;

(10) uncertainty regarding valuations, capital structure, financing arrangements, equity ownership, or the allocation of economic interests contemplated by the business combination agreement, including the risk that, in the event the Proposed Transaction closes, the parties may never achieve their aim of creating a $3.0 billion combined enterprise (as of the date hereof this statement only represents an objective that the parties intend to achieve on a future date and such objective has not in the past and may never in the future be achieved);

(11) changes to the structure, timing or terms of any Proposed Transaction that may be required or deemed appropriate as a result of applicable laws, regulations, accounting considerations, stock exchange requirements or regulatory guidance;

(12) the risk that required regulatory, governmental, stock exchange or stockholder approvals are not obtained, are delayed or are subject to conditions that could adversely affect the parties or the expected benefits of any contemplated transaction;

(13) the risk that the announcement of the business combination agreement or the pursuit of the contemplated transactions disrupts current plans, operations or relationships of the Company, XCF or Southern;

(14) the risk that anticipated benefits of any contemplated transaction are not realized due to competition, execution challenges, market conditions, or the inability to grow and manage operations profitably;

(15) costs, expenses and management distraction associated with the business combination agreement, negotiations, potential litigation and any contemplated transactions;

(16) changes in applicable laws, regulations or enforcement priorities, including extensive regulation and compliance obligations applicable to the parties' businesses; and

(17) other economic, business, competitive, operational or financial factors beyond management's control, including those described under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's filings with the SEC, including the Company's Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with the SEC and Canadian securities regulatory authorities available on the Company's website at www.devvstream.com/investors/ and the Company's profile at www.sedarplus.ca.

Although the BCA is binding on the parties, it does not obligate the parties to consummate the proposed transaction. The consummation of the proposed transaction remains subject to the satisfaction or waiver of applicable closing conditions, and the business combination agreement may be terminated in accordance with its terms. There can be no assurance that the proposed transaction will be consummated on the terms described herein or at all. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not guarantees of future performance or outcomes.

Any forward-looking statements speak only as of the date of this press release. Neither DevvStream, XCF, Southern nor EEME undertakes any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this press release nor the continued availability of this press release in archive form on DevvStream's website at www.devvstream.com/investors/ or XCF's website at www.xcf.global/investor-relations should be deemed to constitute an update or re-affirmation of these statements as of any future date.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260529686989/en/

Contacts:

INVESTOR RELATIONS
DevvStream Corp.
ir@devvstream.com

XCF Global, Inc.
media@xcf.global

Southern Energy Renewables Inc.
info@southernenergyrenew.com

Source: DevvStream Corp.