Mr. Phil Linton reports

DEVERON ANNOUNCES CLOSING OF FIRST TRANCHE OF OFFERING

Further to the press releases of April 14, 2023, and April 25, 2023, Deveron Corp. has completed the first tranche of its previously announced prospectus offering through the issuance of 16,224,194 common shares in the capital of the company at a price of 31 cents per common share for gross proceeds of $5,029,500.14. The distribution of the common shares is qualified by the company's shelf prospectus supplement dated April 26, 2023, to the company's short form base shelf prospectus for each of the provinces of Canada, except Quebec, dated Nov. 30, 2021.

Gross proceeds of the offering will be to finance Deveron's merger-and-acquisition strategy, consolidating the fragmented soil lab and crop consultant market in North America.

In connection with the offering, the company paid certain eligible persons an aggregate of $144,577 and issued an aggregate of 451,613 broker warrants. Each broker warrant entitles the holder thereof to acquire one common share at a price of 31 cents per common share for a period of 18 months from the date of issuance. The broker warrants will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

The offering constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders of the company acquired 3,372,282 common shares pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by the insider does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the of the offering, which the company deems reasonable in the circumstances to complete the offering in an expeditious manner.

In addition, the company announces it has granted an aggregate of 350,000 stock options to purchase common shares of the company exercisable at a price of 33 cents per common share and expiring on May 5, 2029, to employees of the company. The common shares issuable upon exercise of the options are subject to a four-month hold period from the original date of grant.

About Deveron Corp.

Deveron is an agriculture technology company that uses data and insights to help farmers and large agriculture enterprises increase yields, reduce costs and improve farm outcomes. The company employs a digital process that leverages data collected on farms across North America to drive unbiased interpretation of production decisions, ultimately recommending how to optimize input use. Its team of agronomists and data scientists build products that recommend ways to better manage fertilizer, seed, fungicide and other farm inputs. Additionally, it has a national network of data technicians who are deployed to collect various types of farm data from soil to drone. Its geographic focus is the United States and Canada, where one billion acres are actively farmed annually.

We seek Safe Harbor.