Deveron Corp. — Capital/Financing Update 2020

Apr 13, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Deveron UAS Corp. (the “ Company ”) 1702-141 Adelaide Street West Toronto, ON M5H 3L5

2. Date of Material Change

April 6, 2020

3. News Release

A press release disclosing the material change was released on April 6, 2020, through the facilities of Global Newswire.

4. Summary of Material Change

The Company announced that the closing of a non-brokered private placement (the “ Offering ”) of units (the “ Units ’) at a price of $0.10 per Unit for gross proceeds of $655,000. In addition, the Company announced the appointment of Bill Linton as a director and non-executive chairman.

5. Full Description of Material Change

The material change is fully described in the Company’s press release, which is attached as Schedule “A” and is incorporated herein.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact David MacMillan, President and Chief Executive Officer of the Company at 416-367-4571 ext. 2221.

9. Date of Report

This report is dated at Toronto, this 13[th] day of April, 2020.

SCHEDULE “A”

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DEVERON UAS CORP. 1702-141 Adelaide Street West Toronto ON M5H 3L5

FOR IMMEDIATE RELEASE April 7, 2020

CSE:DVR

Deveron Announces Closing of Private Placement with Strategic Leading Investors

Toronto, Ontario - Deveron UAS Corp. (CSE: DVR) ( “Deveron” or the “Company” ) a leading agriculture digital services and insights provider in North America is pleased to announce the closing of a non-brokered private placement (the “Offering”) of units (“Units”) with a group of strategic investors led by Bill Linton. The Offering was completed at a price of $0.10 per Unit for gross proceeds of $655,000 and a total of 6,550,000 Units issued.

Bill Linton has been appointed as a Director and non-executive Chairman of the Board of Directors, with the goal of helping accelerate the Company’s vision and strategy in becoming one of North America’s leading digital agriculture companies.

Bill Linton is an experienced Director and private investor. He currently serves on the Boards of TMX Group (TSE: X), Empire Company (TSE: EMP.A), and CSL Group. He has invested in and served as an advisor to and/or Board member of a number of successful technology companies including UXP Systems (acquired by AmDocs (NYSE: DOCS)), In The Chat (acquired by Pegasystems (NASDAQ: PEGA)) and Softchoice Corp. (acquired by Birch Hill Equity Partners). Bill retired in 2012 as the CFO of Rogers Communications Inc. (TSE: RCI.B) and prior to that was the CEO of Call Net Enterprises.

“Over the last 12 months, we have transformed Deveron from an agriculture service provider into an integrated digital business helping improve farm outcomes throughout North America,” commented Deveron’s President and CEO, David MacMillan. “As we begin to position the Company for accelerated growth and expansion, I could not be more thrilled to welcome Bill to our board. His experience and success in helping build technology companies speaks for itself. It is exciting to have a group of experienced technology executives invest in and validate our vision.”

“I have been an investor in Deveron since its founding and continue to see the opportunity they are carving out in one of the world’s most important industries,” commented Bill Linton. “2019

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was a truly transformational year for Deveron as they have hit an inflection point in their opportunity to scale and provide digital solutions to the near 1 billion acres of farmland in North America. I look forward to leveraging my experience building and advising technology companies in helping Deveron achieve significant impact in providing value added services to its growing customer base.”

Each Unit consists of one common share of the Company (a “Common Share”) and, one half of one Common Share purchase warrant, with each whole warrant being exercisable for one Common Share of the Company at an exercise price of $0.20, for a period of 18 months from the date of issuance.

All securities issued in connection with the Offering are subject to a four month hold period expiring August 7, 2020.

About Deveron UAS: Deveron is a leading agriculture technology company focused on providing data collection services and data insights in North America. Through its on-demand network of drone pilots and soil sampling technicians, the Company is providing scalable data acquisition solutions in the imagery and soil space. Additionally, through its wholly owned subsidiary Veritas Farm Management, the company provides growers in North America with independent data insights on the massive amount of data being generated on farms today.

For more information and to join our community, please visit www.deveronuas.com/register or reach us on Twitter @DeveronUAS or @MyVeritas_HQ

David MacMillan President & CEO Deveron UAS Corp. 416-367-4571 ext. 221

dmacmillan@deveronuas.com

This news release includes certain “forward-looking statements” within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding future plans and objectives of the Company are forward looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. The following are important factors that could cause the Company’s actual results to differ materially from those expressed or implied by such forward looking statements: changes in the worldwide price of agricultural commodities, general market conditions, risks inherent in agriculture, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied in making these forward looking statements as well as the various risks and uncertainties we face are described in greater detail in the "Risk Factors" section of our annual and interim Management's Discussion and Analysis of our financial results and other continuous disclosure documents and financial statements we file with the Canadian securities regulatory authorities which are available at www.sedar.com. The Company undertakes no obligation to update this forward-looking information except as required by applicable law. The Company relies on litigation protection for forward looking statements.