Mr. Sunny Trinh reports

DEVVSTREAM ANNOUNCES CONVERTIBLE NOTE BRIDGE FINANCING

Further to its news release dated Jan. 12, 2024, Devvstream Holdings Inc. will be closing a round of bridge financing of unsecured convertible notes in the aggregate amount of $450,000 (U.S.), as part of an offering of up to $2-million (U.S.) of notes.

The Offering will be completed on terms described in the company's news release dated January 12, 2024. The Notes will bear interest at a rate of 5.3% per annum, calculated and payable at maturity or conversion and will become due and payable on the date that is 12 months after the date of issuance, subject to acceleration if the company completes the proposed business combination (the "De-SPAC Transaction") with Focus Impact Acquisition Corp ("Focus Impact"). The holder will have the option to convert the principal amount and interest on the Notes into subordinate voting shares of Devvstream ("Devvstream shares") at a conversion price per Devvstream share equal to the greater of (a) a 25% discount to the 20-day volume weighted average price ("VWAP") of the Devvstream shares on Cboe Canada Inc. (the "Exchange"), and (b) USD$2.00 (the "Floor Price").

In the event that the De-SPAC Transaction (or other U.S. listing transaction) is not completed within 270 days of the issuance of the Notes (the "Anniversary Date"), the principal amount and interest will automatically convert into units of Devvstream ("Units") at a conversion price per Unit equal to the greater of (i) a 25% discount to the 20-day VWAP of the Devvstream shares on the Exchange, and (ii) CAD$0.475 (the "Canadian Floor Price"). Each Unit will consist of one Devvstream share and one-half of a warrant to purchase Devvstream shares at an exercise price equal to a 20% premium to the 30-day VWAP (subject to the Canadian Floor Price) until two years from the Anniversary Date.

The issuance of US$450,000 of Notes pursuant to the Offering is expected to close on or about April 23, 2024. As the Canadian Floor Price is lower than the current market price of the Devvstream shares and the original price reservation for the Offering has expired, in accordance with the requirements of the Exchange, the company has obtained majority approval of the shareholders of the company of the Offering by written consent, pursuant to the exemption provided in section 10.09(2) of the Exchange Listing Manual.

The completion of the Offering remains subject to approval of the Exchange.

About Devvstream

Founded in 2021, Devvstream is a leading authority in the use of technology in carbon project development. The company's mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health. With a pipeline of over 140 technology-based projects worldwide, Devvstream makes it simple for corporations and governments to address their net-zero goals while generating premium carbon credits in the process. Devvstream takes a programmatic approach to evaluating project opportunities, and co-develops projects spanning energy-efficient buildings, facilities and homes, industrial facilities, LED systems, EV charging stations, and technologies to seal oil wells. The company's end-to-end proprietary solution removes the risk and complexity from every step, allowing organizations to move from project ideation to credit monetization with ease. The result is a multi-year stream of carbon credit revenue that transforms sustainability into a financial investment. In addition, for organizations that need help to offset their most difficult-to-reduce emissions, we also provide premium carbon credits for purchase.

On September 13, 2023, Devvstream and Focus Impact (NASDAQ: FIAC) announced that they have entered into a definitive business combination agreement for a business combination that would result in the combined company (Devvstream) to be listed on the Nasdaq Stock Market under the ticker symbol "DEVS". On December 11, 2023, Devvstream announced the filing of a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, which contains a preliminary proxy statement/prospectus in connection with the De-SPAC Transaction. Upon closing, the De-SPAC Transaction is expected to result in Devvstream being the first publicly-traded carbon credit company on a major U.S. stock exchange.

We seek Safe Harbor.