BULLETIN V2026-0721
DEVERON CORP. ("FARM.H")
(formerly Deveron Corp. ("FARM"))
BULLETIN TYPE: Property-Asset or Share Disposition Agreement, Transfer and New Addition to NEX, Symbol Change, Remain Suspended
BULLETIN DATE: February 26, 2026
TSX Venture Tier 2 Company
Property-Asset or Share Disposition Agreement
TSX Venture Exchange has accepted for filing documentation pertaining to a Share and Asset Purchase Agreement dated November 3, 2025 (the "Agreement"), between the Company and several parties (the "Purchasers"), whereby the Company sold 66.7% interest in of issued and outstanding shares in the capital of A&L Canada Laboratories East, Inc., a corporation incorporated under the laws of the Province of Ontario, (the "Assets").
Under the terms of the Agreement, the Purchasers agreed to acquire the Assets from the Company in exchange for:
* US$4,839,999 cash payment, which was used to retire certain secured debt obligations of the Company and certain earnout payments;
* US$3,373,000 principal amount in the form of Purchasers' Notes (the "Notes") to the Company's holders of US$10,900,000 of outstanding convertible debentures (the "Debenture Holders"), who agreed to replace these debentures with Notes, RR Equity, as defined below, and Earn-Out Payment. Under the terms of the Notes, the Purchasers were required to repay the principal amount plus accrued interest at Canadian Prime Rate, calculated daily, on maturity, being four years from the effective date of the Notes (the "Maturity"). Interest shall accrue daily and be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed and shall accrue and be capitalized and added to the principal amount on a quarterly basis on the last day of each March, June, September and December until Maturity;
* US$1,400,000 in Rock River Laboratory Inc. (one of the Purchasers) equity (the "RR Equity") to Debenture Holders;
* US$1,020,000 cash payment to the Company, which will be distributed to the Company's shareholders as return of capital;
* payment of future potential earnout of US$570,000 in cash if certain Earn-Out milestones are met.
For more information, please refer to the Company's press releases dated November 3, 2025, December 19, 2025, and February 13, 2026.
Transfer and New Addition to NEX, Symbol Change
In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture company. Therefore, effective at the open, Monday, March 2, 2026, the Company's listing will transfer to NEX, the Company's Tier classification will change from TSX Venture to NEX, and the Filing and Service Office will change from TSX Venture to NEX.
As of March 2, 2026, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.
Trading in the Company's securities will remain suspended.
The trading symbol for the Company will change from FARM to FARM.H. There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.
The Company is classified as a 'Support Activities for Agriculture and Forestry' company.
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