Deveron Corp.

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada other than Quebec but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This short form base shelf prospectus has been filed under legislation in each of the provinces of Canada other than Quebec that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " US Securities Act ") or any state securities laws and, unless registered under the US Securities Act or pursuant to an applicable exemption from registration under the US Securities Act, may not be offered, sold, reoffered, resold or delivered, directly or indirectly, in the United States or to U.S. Persons (as defined in Regulation S under the US Securities Act). This short form base shelf prospectus does not constitute an offer to sell or solicitation of an offer to buy any of the securities offered hereby within the United States.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar regulatory authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from David MacMillan of Deveron Corp., at Suite 200, 82 Richmond Street East, Toronto, Ontario M5C 1P1, Telephone (416) 367-4571, and are also available electronically on the system for electronic document analysis and retrieval at www.sedar.com.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue

October 26, 2021

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$50,000,000

Common Shares Debt Securities Warrants Subscription Receipts Units

Deveron Corp. (the " Company ") may from time to time during the 25 month period that this short form base shelf prospectus (the " Prospectus "), including any amendments hereto, remains effective, offer for sale and issue up to $50,000,000 in aggregate offering amount (or the equivalent in other currencies) of (i) common shares of the Company (" Common Shares "), (ii) unsecured debt securities of the Company (" Debt Securities "), (iii) warrants to purchase Common Shares or Debt Securities (" Warrants "), (iv) subscription receipts for Common Shares, Debt Securities, Warrants or any combination thereof (" Subscription Receipts ") or any combination of Common Shares, Debt Securities, Warrants and Subscription Receipts (" Units "). The Common Shares, the Debt Securities, the Warrants, the Subscription Receipts and the Units are collectively referred to herein as the " Securities ". The Securities may be

offered separately, or together, in separate series, in amounts, at prices and on terms to be set forth in one or more accompanying shelf prospectus supplements (each a " Prospectus Supplement ").

The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered, the offering price and any other specific terms, (ii) in the case of Debt Securities, the offering price, the specific designation, any limit on the aggregate principal amount, authorized denominations, currency, the percentage of the principal amount at which such Debt Securities will be issued, maturity, interest rate (which may be fixed or variable, if any) and time of payment of interest (if any), any terms for any mandatory or optional redemption, any terms for sinking fund payments, any exchange or conversion terms and the basis of exchange, whether the Debt Securities will be issuable in registered or bearer form or both, any provisions permitting or restricting the issue of additional securities, the incurring of additional indebtedness or other material negative covenants and any other specific terms, (iii) in the case of Warrants, the number of Common Shares or Debt Securities purchasable upon the exercise of Warrants, any procedures that will result in the adjustment of those numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms, (iv) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the procedures for the exchange of the Subscription Receipts for Common Shares, Debt Securities, Warrants or Units as the case may be, and any other specific terms and (v) in the case of Units, the designation, number and terms of the Common Shares, Debt Securities, Warrants or Subscription Receipts comprising the Units and any other specific terms. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.

This Prospectus does not qualify for issuance debt securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance debt securities, including debt securities convertible into other Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates.

All information permitted to be omitted from this Prospectus under applicable law will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. You should read this Prospectus and any applicable Prospectus Supplement before you invest. This Prospectus may not be used to offer securities unless accompanied by a Prospectus Supplement. Any net proceeds the Company expects to receive from the issue of Securities will be set forth in the applicable Prospectus Supplement.

The Securities may be sold to or through underwriters or dealers, by the Company directly to one or more other purchasers pursuant to applicable statutory exemptions or through agents designated by the Company from time to time. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at nonfixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale (including, without limitation, sales deemed to be "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions (" NI 44-102 ") made directly on the TSX Venture Exchange (the " TSXV ") or other existing trading markets for the Securities), at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. Each Prospectus Supplement will identify each underwriter, dealer or agent engaged in connection with the offering and sale of those Securities to which the Prospectus Supplement relates, and will also set forth the method of distribution and the terms of the offering of such Securities including the

net proceeds to the Company, and, to the extent applicable, any fees, discounts or other compensation payable to the underwriters, dealers or agents. See the section entitled " Plan of Distribution " in this Prospectus.

This Prospectus may qualify an "at-the-market distribution" as defined in NI 44-102.

In connection with any offering of Securities (unless otherwise specified in the relevant Prospectus Supplement), the underwriters, dealers or agents may over-allot or effect transactions that stabilize or maintain the market price of the Securities at levels above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. However, no underwriter, dealer or agent of an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter, dealer or agent and no person or company acting jointly or in concert with such underwriter, dealer or agent will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities or securities of the same class as the securities distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter, dealer or agent creating an over-allocation position in the Securities. See the section entitled " Plan of Distribution " in this Prospectus.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Investing in the Securities involves risks as set out in the section entitled " Risk Factors " in this Prospectus. For a description of such risk factors, please also refer to the section entitled " Risks Factors " in the AIF (as hereinafter defined) which is incorporated by reference herein.

Owning any of the Securities may subject you to tax consequences in Canada. This Prospectus or any applicable Prospectus Supplement may not describe these tax consequences fully. You should carefully read the tax discussion, if any, in any applicable Prospectus Supplement and should consult your own tax advisor with respect to your particular circumstances.

The outstanding Common Shares are listed on the TSXV under the symbol "FARM". On October 25, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.79 per Common Share.

There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell the Securities purchased under this Prospectus. This may affect the pricing of the Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See the section entitled " Risk Factors " in this Prospectus. Unless otherwise specified in the applicable Prospectus Supplement, no Warrants or Debt Securities offered hereby will be listed on any stock exchange.

The Company's registered and head office is located at Suite 200, 82 Richmond Street East, Toronto, Ontario M5C 1P1.

iii

GENERAL INFORMATION ........................................................................................................................................ 1 CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION ................................... 1 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 2 MARKETING MATERIALS ....................................................................................................................................... 3 THE COMPANY .......................................................................................................................................................... 3 RECENT DEVELOPMENTS ....................................................................................................................................... 4 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 4 DESCRIPTION OF SECURITIES ................................................................................................................................ 5 PLAN OF DISTRIBUTION ........................................................................................................................................ 14 PRIOR SALES ............................................................................................................................................................ 16 PRICE RANGE AND TRADING VOLUME ............................................................................................................. 17 CERTAIN INCOME TAX CONSIDERATIONS ....................................................................................................... 17 RISK FACTORS ......................................................................................................................................................... 17 LEGAL MATTERS .................................................................................................................................................... 19 AUDITOR, REGISTRAR AND TRANSFER AGENT .............................................................................................. 19 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .......................................................................... 19 CERTIFICATE OF DEVERON CORP. ....................................................................................................................... 1

GENERAL INFORMATION

You should rely only on the information contained or incorporated by reference in this Prospectus and any Prospectus Supplement. The Company has not authorized any other person to provide you with different information. If you are provided with different or inconsistent information, you should not rely on it.

Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus and any Prospectus Supplement has been or will have been prepared in accordance with International Financial Reporting Standards.

Unless otherwise indicated, all dollar amounts in this Prospectus are in Canadian dollars and references to "$" are to Canadian dollars.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

Certain statements and information included in this Prospectus, and the documents incorporated herein by reference, constitute forward-looking statements and forward-looking information, including future oriented financial information, (collectively " forward-looking information ") with respect to the Company. Forward-looking information may relate to our future outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividend policy, plans, objectives. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "does not expect", "is expected", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forwardlooking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

The forward-looking information contained in this Prospectus is based on management's opinions, estimates and assumptions in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe to be appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to expand the Company's network of partnerships in existing and new geographies and verticals and our ability to expand our customer base domestically and internationally; the viability and continuity of our existing commercial partnerships; our ability to build market share; our ability to develop and market additional products and to increase sales from our existing customers through sales of our more premium products; our ability to attract and retain key management and personnel; our anticipated growth prospects; the state of the agricultural industry and global economy; the expected impact and adoption of digital tools by farmers; the impact of the novel strain of coronavirus disease (" COVID-19 "); the continued confidence in our products and services; future foreign exchange and interest rates; the impact of competition; changes to trends in the agricultural industry, including verticals in the broader agricultural ecosystem or to global economic factors; changes to laws, rules, regulations and global standards; and our ability to pursue strategic acquisitions are material factors made in preparing the forward-looking information and management's expectations contained in this Prospectus and the documents incorporated by reference herein.

The forward-looking information contained in this Prospectus represents management's expectations as at the date of this Prospectus or as of the specific date of such forward-looking information and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that management considered appropriate and reasonable as of the date such statements are made and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially

different from those expressed or implied by such forward-looking information, including but not limited to those referred to under the heading "Risk Factors" in this Prospectus and the documents incorporated by reference herein.

The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. Additional information on these and other factors which could affect operations or financial results are included under the section entitled " Risk Factors " in this Prospectus. Additional information may also be found in the Company's other reports on file with the Canadian Securities Regulatory Authorities, including the AIF (as hereinafter defined) and management's discussion and analysis which are available under our profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. The forward-looking information contained in this Prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this Prospectus to conform such information to actual results or to changes in the Company's expectations except as expressly required by applicable securities laws.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Company, which have been filed with various provincial securities commissions or similar authorities in each of the provinces of Canada other than Quebec, are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the annual information form dated September 27, 2021 of the Company for the year ended December 31, 2020 (the " AIF ");
(b) the audited consolidated financial statements of the Company and the notes thereto as at and for the years ended December 31, 2020 and December 31, 2019, together with the report of the independent auditor thereon;
(c) management's discussion and analysis of the financial condition and results of operations of the Company for the year ended December 31, 2020;
(d) the unaudited interim condensed consolidated financial statements the Company and the notes thereto as at and for the six months ended June 30, 2020 and June 30, 2019;
(e) management's discussion and analysis of the financial condition and results of operations of the Company for the six months ended June 30, 2020 and June 30, 2019;
(f) the management information circular dated May 7, 2021 of the Company relating to the annual and special meeting of the shareholders of the Company held on June 24, 2021;
(g) the material change report dated January 4, 2021 of the Company announcing the closing of an offering of 16,529,222 units of the Company for aggregate gross proceeds to the Company of $5,785,227.70;
(h) the material change report dated August 23, 2021 of the Company announcing the closing of an offering of 11,397,430 units of the Company for aggregate gross proceeds to the Company of $7,408,329.50; and
(i) the material change report dated August 30, 2021 of the Company announcing the closing of an offering of 1,229,620 units of the Company for aggregate gross proceeds to the Company of $799,253.

Any documents of the Company of the type described in Item 11.1 of Form 44-101F1 – Short Form Prospectus to National Instrument 44-101 – Short Form Prospectus Distributions (" NI 44-101 "), if filed by the Company with the securities commissions or similar authorities in each of the provinces of Canada other than Quebec subsequent to the date of this Prospectus and during the term of this Prospectus, shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent

that a statement contained herein, or in any other subsequently filed document which is also or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or includes any other information set out in the document that it modifies or supersedes. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the President and Chief Executive Officer of the Company, at its office located at Suite 200, 82 Richmond Street East, Toronto, Ontario M5C 1P1, Telephone (416) 367-4571 or by accessing the disclosure documents available through the internet on the SEDAR website at www.sedar.com

A Prospectus Supplement containing the specific terms applicable to the issue of the Securities including the number of Securities offered, the offering price of such Securities and other information relating to the offered Securities will be delivered to prospective purchasers of Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

Upon a new annual information form and new audited annual consolidated financial statements and related management's discussion and analysis being filed by the Company with, and where required, accepted by, the applicable securities commissions or similar regulatory authorities during the time that this Prospectus is effective, the previous annual information form, the previous audited annual consolidated financial statements and related management's discussion and analysis and all unaudited interim consolidated financial statements and related management's discussion and analysis, material change reports and business acquisition reports filed prior to the commencement of the Company's financial year in which the new annual information form was filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offerings of Securities hereunder.

Upon new unaudited interim consolidated financial statements and related management's discussion and analysis being filed by the Company with the applicable securities regulatory authorities during the time that this Prospectus is effective, all unaudited interim consolidated financial statements and related management's discussion and analysis filed prior to the new interim unaudited consolidated financial statements shall be deemed no longer to be incorporated into this Prospectus for purposes of future offerings of Securities hereunder and upon a new management information circular relating to an annual meeting of shareholders of the Company being filed by the Company with the applicable securities regulatory authorities during the time that this Prospectus is effective, the management information circular for the preceding annual meeting of shareholders shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offerings of Securities hereunder.

MARKETING MATERIALS

Any "template version" of "marketing materials" (as such terms are defined in NI 44-101) that are utilized in connection with the distribution of Securities will be filed under the Company's profile on SEDAR. In the event that such marketing materials are filed after the date of the applicable Prospectus Supplement for the offering and before termination of the distribution of such Securities, such filed versions of the marketing materials will be deemed to be incorporated by reference into the applicable Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

THE COMPANY

The Company was incorporated as Deveron Resources Ltd. under the laws of the Province of Ontario on March 28, 2011. Effective July 14, 2016, by articles of amendment, the Company changed its name to Deveron UAS Corp. Effective August 31, 2020, by articles of amendment, the Company changed its name to Deveron Corp. The Company's registered and head office is located at 82 Richmond Street East, Toronto, Ontario M5C 1P1.

The Company is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. The common shares of the Company (" Common Shares ") are listed for trading on the TSX Venture Exchange (the " TSXV ") under the symbol "FARM".

Intercorporate Relationships

The following chart sets out the Company's corporate structure including all principal subsidiaries and their respective jurisdictions of incorporation:

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DEVERON CORP.
(Ontario)
100% 100% 51%
Veritas Farm Deveron USA LLC Woods End
Management Inc. Laboratories, LLC [(1)]
(Delaware, US)
(Ontario, Canada)
Notes:
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(1) The Company and A & L Canada Laboratories Inc. created a joint venture under the name "Woods End" which owns 100% of the assets of Woods End and was funded on a pro-rata basis with the Company owning 51% and A & L Canada Laboratories Inc. owning 49%.

Description of the Business

The Company 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. The Company's team of agronomists and data scientists build products that recommend ways to better manage fertilizer, seed, fungicide, and other farm inputs. Additionally, the Company has a national network of data technicians that are deployed to collect various types of farm data, from soil to drone. The Company's geographic focus is the US and Canada where one billion acres are actively farmed annually.

For a detailed description of the business of the Company, please refer to the sections entitled " General Development of the Business " and " Description of the Business " in the AIF.

RECENT DEVELOPMENTS

Other than as disclosed herein, there have been no material developments in the business of the Company since August 27, 2021, the date the unaudited condensed interim consolidated financial statements of the Company for the six month period ended June 30, 2021 were approved by the directors of the Company and filed on SEDAR, which have not been disclosed in this Prospectus or the documents incorporated by reference herein.

On September 21, 2021, the Company announced the launch of its agricultural carbon service platform which provides a scalable and streamlined process of collecting, analyzing and sharing in-field soil carbon data to support the development of carbon programs.

On September 24, 2021, the Company announced that it placed 48[th] on The Globe and Mail's 2021 ranking of Canada's Top Growing Companies published in the October issue of the Report on Business magazine.

CONSOLIDATED CAPITALIZATION

As of October 26, 2021, the Company had 88,849,703 Common Shares issued and outstanding. Other than as disclosed herein and in the documents incorporated by reference in this Prospectus, there have been no material changes in the share and loan capitalization of the Company since August 27, 2021, the date the unaudited condensed interim

consolidated financial statements of the Company for the six month period ended June 30, 2021 were approved by the directors of the Company and filed on SEDAR.

Any material change in, and the effect of such material change on, the Company's share or loan capitalization will be provided as required in the applicable Prospectus Supplement with respect to the issue of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

Th net proceeds to the Company from any offering of Securities, the proposed use of those funds and the specific business objectives that the Company expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities. The Company may from time to time issue securities otherwise than through the issue of Securities pursuant to this Prospectus.

DESCRIPTION OF SECURITIES

The Company's authorized share capital consists of an unlimited number of Common Shares and an unlimited number of special shares (the " Special Shares ") issuable in series, of which 88,849,703 Common Shares and no Special Shares were issued and outstanding as of the date of this Prospectus.

The following is a summary of the material attributes and characteristics of the Securities as at the date of this Prospectus.

Description of Common Shares

The Common Shares may be offered separately or together with other Securities, as the case may be.

Each Common Share is entitled to one vote at meetings of shareholders and carries with it equal rights with respect to dividends, if any, and residual interests upon dissolution of the Company. Holders of the Common Shares have no preemptive rights, nor any right to convert their Common Shares into other securities. There is no restriction on the ability of the Company to pay dividends other than cash flow considerations. Any dividend payments in the future will depend on the Company's ability to continue as a going concern and to generate earnings, as well as capital investment requirements.

Description of Debt Securities

The following sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of the Debt Securities offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities may be offered separately or together with Common Shares, Warrants or Subscription Receipts, as the case may be. The Debt Securities will be issued in series under one or more trust indentures previously entered into or to be entered into between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of certain anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.

General

Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Any Prospectus Supplement for Debt Securities supplementing this Prospectus will contain the terms and other information with respect to the Debt Securities being offered, including:

the specific designation, any limit on the aggregate principal amount and authorized denominations of such Debt Securities;
the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature and the portion (if less than all of the principal amount) of the offered Debt Securities to be payable upon declaration of acceleration of maturity;
the rate or rates (which may be fixed or variable, if any) at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
any mandatory or optional redemption or sinking fund provisions, including the period or periods within which, the price or prices at which and the terms and conditions on which the Debt Securities may be redeemed or purchased at the option of the Company or otherwise;
any exchange or conversion terms, including whether such Debt Securities are convertible, exchangeable or exercisable into other securities of the Company;
whether the Debt Securities will be issuable in registered or bearer form or both or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
any provisions permitting or restricting the issue of additional securities, the incurring of additional indebtedness or other material negative covenants;
each office or agency where the principal of, premium (if any) on and interest on the Debt Securities will be payable, and each office or agency where the Debt Securities may be presented for registration of transfer or exchange; and
any other specific terms of the Debt Securities including covenants and events of default relating solely to the applicable series of Debt Securities or any covenants or events of default generally applicable to other series of Debt Securities which are not to apply to the applicable series of Debt Securities.

The Debt Securities will be direct, unsecured obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement.

Interest

Debt Securities may be issued bearing no interest or interest at a rate below or above the prevailing market rate at the time of issue and may be offered and sold at a discount below or premium above their stated principal amounts. Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

This Prospectus does not qualify for issue Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issue Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as LIBOR, EURIBOR or a US Federal funds rate.

Global Securities

The Company may issue Debt Securities in whole or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary, or its nominee, each of which will be identified in the applicable Prospectus Supplement. The global securities may be in temporary or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement will describe the exchange, registration and transfer rights relating to any global security.

Description of Warrants

The following sets forth certain general terms and provisions of the Warrants. The particular terms and provisions of the Warrants offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms described below apply to such Warrants, will be described in such Prospectus Supplement.

The Company may issue Warrants for the purchase of Common Shares or Debt Securities. Warrants may be offered independently or together with Common Shares, Debt Securities or Subscription Receipts offered by any Prospectus Supplement, and may be attached to or separate from those Securities. While the terms the Company has summarized below will apply generally to any Warrants that it may offer under this Prospectus, the Company will describe the particular terms of any series of Warrants that it may offer in more detail in the applicable Prospectus Supplement. The terms of any Warrants offered under a Prospectus Supplement may differ from the terms described below.

General

Warrants will be issued under and governed by the terms of one or more warrant indentures (each a " Warrant Indenture ") between the Company and a warrant trustee (the " Warrant Trustee ") that the Company will name in the relevant Prospectus Supplement. Each Warrant Trustee will be a financial institution organized under the laws of Canada or any province thereof and authorized to carry on business as a trustee. The Warrant Trustee will act solely as the agent of the Company and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants.

This summary of some of the provisions of the Warrants is not complete. The statements made in this Prospectus relating to any Warrant Indenture and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Warrant Indenture and the Prospectus Supplement describing such Warrant Indenture. Prospective investors should refer to the Warrant Indenture relating to the specific Warrants being offered for the complete terms of the Warrants. The Company urges you to read the applicable Prospectus Supplement related to the applicable Warrants that the Company sells under this Prospectus, as well as the complete Warrant Indenture and Warrant certificate. The Company will file on SEDAR a copy of any Warrant Indenture after the Company has entered into it.

The particular terms of each issue of Warrants will be described in the applicable Prospectus Supplement. This description will include, as applicable:

the designation and aggregate number of Warrants;

the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the designation, number and terms of the Securities that may be purchased upon exercise of each Warrant, the price at which and currency or currencies in which the Securities may be purchased upon exercise of each Warrant and the procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the designation and terms of any Securities, if any, with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security;
the date or dates, if any, on or after which the Warrants and, if the Warrants are issued as a unit with another Security, the other Securities with which the Warrants will be offered and whether they will be transferable separately;
any minimum or maximum number of Warrants that may be exercised at any one time;
any terms, procedures and limitation relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
whether the Warrants are to be issued in registered form, "book-entry only" form, non-certificated inventory system form or bearer form and the basis of exchange, transfer and ownership thereof;
whether the Warrants will be listed on any exchange;
material income tax consequences of owning the Warrants;
any material risk factors relating to such Warrants;
any other rights, privileges, restrictions and conditions attached to the Warrants; and
any other material terms or conditions of the Warrants.

Rights of Holders Prior to Exercise

Warrant certificates will be exchangeable for new Warrant certificates or different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of Warrants, holders of Warrants will not have any of the rights of holders of the Common Shares or Debt Securities issuable upon exercise of the Warrants.

Exercise of Warrants

Each Warrant will entitle the holder to purchase the Common Shares or the Debt Securities that the Company specifies in the applicable Prospectus Supplement at the exercise price that the Company describes therein. Unless the Company otherwise specifies in the applicable Prospectus Supplement, holders of Warrants may exercise the Warrants at any time up to the specified time on the expiration date that the Company sets forth in the applicable Prospectus Supplement. After the close of business on the expiration date, unexercised Warrants will become void.

Holders of Warrants may exercise the Warrants by delivering the Warrant certificate representing the Warrants to be exercised together with specified information, and paying the required amount to the Warrant Trustee in immediately

available funds, as provided in the applicable Prospectus Supplement. The Company will set forth on the Warrant certificate and in the applicable Prospectus Supplement the information that the holder of a Warrant will be required to deliver to the Warrant Trustee.

Upon receipt of the required payment and the Warrant certificate properly completed and duly executed at the corporate trust office of the Warrant Trustee or any other office indicated in the applicable Prospectus Supplement, the Company will issue and deliver the Common Shares or Debt Securities, as the case may be, purchasable upon such exercise. If fewer than all of the Warrants represented by the Warrant certificate are exercised, then the Company will issue a new Warrant certificate for the remaining number of Warrants. If the Company so indicates in the applicable Prospectus Supplement, holders of the Warrants may surrender securities as all or part of the exercise price for Warrants.

Anti-Dilution

The Warrant Indenture will specify that upon the subdivision, consolidation, reclassification or other material change of the Common Shares or the Debt Securities or any other reorganization, amalgamation, merger or sale of all or substantially all of the Company's assets, the Warrants will thereafter evidence the right of the holder of Warrants to receive the securities, property or cash deliverable in exchange for, or on the conversion of, or in respect of, the Common Shares or the Debt Securities to which the holder of a Common Share or a Debt Security would have been entitled immediately after such event. Similarly, any distribution to all or substantially all of the holders of Common Shares of rights, options, warrants, evidences of indebtedness or assets will result in an adjustment in the number of Common Shares to be issued to holders of Warrants whose Warrants entitle the holders thereof to receive Common Shares. The Warrant Indenture will also provide that if other actions of the Company affect the Common Shares or the Debt Securities, which, in the reasonable opinion of the directors of the Company, would materially affect the rights of the holders of Warrants and/or the rights attached to the Warrants, the number of Common Shares or Debt Securities which are to be received pursuant to the Warrants will be adjusted in such manner, if any, and at such time as the directors of the Company may in their discretion reasonably determine to be equitable to the holders of Warrants in such circumstances.

Global Securities

The Company may issue Warrants in whole or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary, or its nominee, each of which will be identified in the applicable Prospectus Supplement. The global securities may be in temporary or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement will describe the exchange, registration and transfer rights relating to any global security.

Modifications

The Warrant Indenture will provide for modifications and alterations to the Warrants issued thereunder by way of a resolution of holders of Warrants at a meeting of such holders or a consent in writing from such holders. The number of holders of Warrants required to pass such a resolution or execute such a written consent will be specified in the Warrant Indenture.

The Company may amend any Warrant Indenture and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Warrants.

Description of Subscription Receipts

The following sets forth certain general terms and provisions of the Subscription Receipts. The particular terms and provisions of the Subscription Receipts offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms described below apply to such Subscription Receipts, will be described in such Prospectus Supplement.

General

The Company may issue Subscription Receipts separately or together with Common Shares, Debt Securities, Warrants or Units, as the case may be. Subscription Receipts may be issued at various times which will entitle the holders thereof to receive upon satisfaction of certain release conditions and for no additional consideration, Common Shares, Debt Securities, Warrants, Units or any combination thereof. Subscription Receipts will be issued pursuant to one or more subscription receipt agreements (each a " Subscription Receipt Agreement "), each to be entered into between the Company and an escrow agent that will be named in the relevant Prospectus Supplement (the " Escrow Agent "), which will establish the terms and conditions of the Subscription Receipts. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. The applicable Prospectus Supplement will include details of the Subscription Receipt Agreement covering the Subscription Receipts being offered. The Company will file on SEDAR a copy of any Subscription Receipt Agreement after the Company has entered into it. As of the date of this Prospectus, there are no Subscription Receipts outstanding.

The following description sets forth certain general terms and provisions of Subscription Receipts that may be offered by the Company pursuant to this Prospectus and is not intended to be complete. The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription Receipt Agreement and the Prospectus Supplement describing such Subscription Receipt Agreement. The Company urges you to read the applicable Prospectus Supplement related to the particular Subscription Receipts that the Company sells under this Prospectus, as well as the complete Subscription Receipt Agreement.

The Prospectus Supplement relating to any Subscription Receipts the Company offers will describe the Subscription Receipts and include specific terms relating to their offering. All such terms will comply with the requirements of the TSXV relating to Subscription Receipts. If underwriters, dealers or agents are used in the sale of any Subscription Receipts, one or more of such underwriters, dealers or agents may also be parties to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriters, dealers or agents.

The Prospectus Supplement and the Subscription Receipt Agreement for any Subscription Receipts the Company offers will describe the specific terms of the Subscription Receipts and may include, but are not limited to, any of the following:

the designation and aggregate number of Subscription Receipts offered;
the price at which the Subscription Receipts will be offered;
the currency or currencies in which the Subscription Receipts will be offered;
the conditions (the " Release Conditions ") that must be met in order for holders of Subscription Receipts to receive for no additional consideration Common Shares, Debt Securities, Warrants, Units or a combination thereof, as the case may be, and the consequences of such Release Conditions not be satisfied;
the designation, number and terms of the Common Shares, the Debt Securities, the Warrants, the Units or a combination thereof to be received by holders of such Subscription Receipts upon satisfaction of the Release Conditions, and any procedures that will result in the adjustment of those numbers;
the procedures for the issue and delivery of Common Shares, Debt Securities, Warrants, Units or a combination thereof to holders of Subscription Receipts upon satisfaction of the Release Conditions;
whether any payments will be made to holders of Subscription Receipts upon delivery of the Common Shares, Debt Securities, Warrants, Units or a combination thereof upon satisfaction of the Release Conditions (e.g., an amount equal to dividends declared on Common Shares by the Company to holders of record during the period from the date of issue of the Subscription Receipts to the date of issue of any Common Shares pursuant to the terms of the Subscription Receipt Agreement);

the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of Subscription Receipts, together with interest and income earned thereon (collectively the " Escrowed Funds "), pending satisfaction of the Release Conditions;
the terms and conditions pursuant to which the Escrow Agent will hold Common Shares, Debt Securities, Warrants, Units or a combination thereof pending satisfaction of the Release Conditions;
the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Company upon satisfaction of the Release Conditions;
if the Subscription Receipts are sold to or through underwriters, dealers or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters, dealers or agents in payment of all or a portion of their fees or commission in connection with the sale of the Subscription Receipts;
procedures for the refund by the Escrow Agent to holders of Subscription Receipts of all or a portion of the subscription price for their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;
any contractual right of rescission to be granted to initial purchasers of Subscription Receipts in the event this Prospectus, the Prospectus Supplement under which Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation;
any entitlement of the Company to purchase the Subscription Receipts in the open market by private agreement or otherwise;
whether the Subscription Receipts and the Securities issuable upon the exchange of the Subscription Receipts are to be issued in registered form, "book-entry only" form, non-certificated inventory system form, bearer form or otherwise and the basis of exchange, transfer and ownership thereof;
provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms attaching to the Subscription Receipts;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged for Common Shares, Debt Securities, Warrants, Units or a combination thereof to holders of Subscription Rights upon satisfaction of the Release Conditions;
the identity of the Escrow Agent;
whether the Subscription Receipts will be listed on any exchange;
material income tax consequences of owning the Subscription Receipts;
any material risk factor relating to such Subscription Receipts;
any other rights, privileges, restrictions and conditions attached to the Subscription Receipts; and
any other material terms or conditions of the Subscription Receipts.

Subscription Receipt certificates will be exchangeable for new Subscription Receipt certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exchange of their Subscription Receipts, the holders of Subscription Receipts will not be shareholders of the Company and will not have any of the

rights of holders of the Securities subject to the Subscription Receipts. Holders of Subscription Receipts are entitled only to receive Common Shares, Debt Securities, Warrants, Units or a combination thereof on exchange of their Subscription Receipts, plus any cash payments provided for under the Subscription Receipt Agreement, if the Release Conditions are satisfied. If the Release Conditions are not satisfied, the holders of Subscription Receipts will be entitled to a refund of all or a portion of the subscription price therefor and all or a portion of the pro rata share of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Company (and, if the Subscription Receipts are sold to or through underwriters, dealers or agents, a portion of the Escrowed Funds may be released to such underwriters, dealers or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts plus their pro rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement. Common Shares, Debt Securities, Warrants or Units may be held in escrow by the Escrow Agent and will be released to the holders of Subscription Receipts following satisfaction of the Release Conditions at the time and under the terms specified in the Subscription Receipt Agreement.

Anti-Dilution

The Subscription Receipt Agreement will specify that upon the subdivision, consolidation, reclassification or other material change of the Common Shares, Debt Securities, Warrants or Units or any other reorganization, amalgamation, merger or sale of all or substantially all of the Company's assets, the Subscription Receipts will thereafter evidence the right of the holder of Subscription Receipts to receive the securities, property or cash deliverable in exchange for, or on the conversion of, or in respect of, Common Shares, Debt Securities, Warrants or Units to which the holder of a Common Share, a Debt Security, a Warrant or a Unit would have been entitled immediately after such event. Similarly, any distribution to all or substantially all of the holders of Common Shares of rights, options, warrants, evidences of indebtedness or assets will result in an adjustment in the number of Common Shares to be issued to holders of Subscription Receipts whose Subscription Receipts entitle the holders thereof to receive Common Shares. Alternatively, such securities, evidences of indebtedness or assets may, at the option of the Company, be issued to the Escrow Agent and delivered to holders of Subscription Receipts on exercise thereof. The Subscription Receipt Agreement will also provide that if other actions of the Company affect the Common Shares, the Debt Securities, the Warrants or the Units, which, in the reasonable opinion of the directors of the Company, would materially affect the rights of the holders of Subscription Receipts and/or the rights attached to the Subscription Receipts, the number of Common Shares, Debt Securities, Warrants or Units which are to be received pursuant to the Subscription Receipts will be adjusted in such manner, if any, and at such time as the directors of the Company may in their discretion reasonably determine to be equitable to the holders of Subscription Receipts in such circumstances.

Rescission

The Subscription Receipt Agreement will also provide that any misrepresentation in this Prospectus, the Prospectus Supplement under which the Subscription Receipts are offered, or any amendment thereto, will entitle each initial purchaser of Subscription Receipts to a contractual right of rescission following the issue of Common Shares, Debt Securities, Warrants or Units to such purchaser entitling such purchaser to receive the amount paid for the Subscription Receipts upon surrender of the Common Shares, the Debt Securities, the Warrants or the Units provided that such remedy for rescission is exercised in the time stipulated in the Subscription Receipt Agreement. This right of rescission does not extend to holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser, on the open market or otherwise.

Global Securities

The Company may issue Subscription Receipts in whole or in part in the form of one or more global securities, which will be registered in the name of and be deposited with a depositary, or its nominee, each of which will be identified in

the applicable Prospectus Supplement. The global securities may be in temporary or permanent form. The applicable Prospectus Supplement will describe the terms of any depositary arrangement and the rights and limitations of owners of beneficial interests in any global security. The applicable Prospectus Supplement also will describe the exchange, registration and transfer rights relating to any global security.

Modifications

The Subscription Receipt Agreement will provide for modifications and alterations to the Subscription Receipts issued thereunder by way of a resolution of holders of Subscription Receipts at a meeting of such holders or a consent in writing from such holders. The number of holders of Subscriptions Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that the Company may amend the Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.

Description of Units

The following sets forth certain general terms and provisions of the Units. The particular terms and provisions of the Units offered pursuant to an accompanying Prospectus Supplement, and the extent to which the general terms described below apply to such Units, will be described in such Prospectus Supplement.

The Company may issue Units comprised of any combination of two or more of Common Shares, Debt Securities, Warrants or Subscription Receipts. Each Unit will be issued so that the holder of the Unit is also the holder of each Security comprising the Unit. Therefore, the holder of a Unit will have the rights and obligations of a holder of each Security comprising the Unit.

General

The Company will enter into a form of unit agreement (" Unit Agreement ") between the Company and a unit agent (" Unit Agent ") that describes the terms and conditions of the series of Units the Company is offering, and any supplemental agreements, before the issue of the related series of Units. The Company will file on SEDAR, the form of Unit Agreement that describes the terms and conditions of the series of Units the Company is offering, and any supplemental agreements, after the Company has entered into it.

The following summary of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the Unit Agreement and the Prospectus Supplement describing such Unit Agreement. The Company urges you to read the applicable Prospectus Supplements related to the particular series of Units that the Company sells under this Prospectus, as well as the complete Unit Agreement and any supplemental agreements that contain the terms of the Units.

The Unit Agreement under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The Company will describe in the applicable Prospectus Supplement the terms of the series of Units, including:

the designation and aggregate number of Units;
the price at which the Units will be offered;
the currency or currencies in which the Units will be offered;

the designation and terms of the Units and the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities;
any provisions for the issue, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units
whether the Units and the Securities comprising the Units are to be issued in registered form, "book-entry only" form, non-certificated inventory system form, bearer form or otherwise and the basis of exchange, transfer and ownership thereof;
any material risk factors relating to such Units or the Securities comprising the Units;
material income tax consequences of owning the Securities comprising the Units;
any other rights, privileges, restrictions and conditions attaching to the Units or the Securities comprising the Units; and
any other material terms or conditions of the Units or the Securities comprising the Units.

The provisions described in this section, as well as those described under the sections entitled " Description of Common Shares ", " Description of Debt Securities ", " Description of Warrants " and " Description of Subscription Receipts " will apply to each Unit and to any Common Share, Debt Security, Warrant or Subscription Receipt comprising each Unit, respectively.

Issue in Series

The Company may issue Units in such amounts and in numerous distinct series as the Company determines.

Enforceability of Rights by Holders of Units

Each Unit Agent will act solely as the Company's agent under the applicable Unit Agreement and will not assume any obligation or relationship of agency or trust with any holder of a Unit. A single bank or trust company may act as Unit Agent for more than one series of Units. A Unit Agent will have no duty or responsibility in case of any default by the Company under the applicable Unit Agreement or Unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon the Company. Any holder of a Unit may, without the consent of the related Unit Agent or the holder of any other Unit, enforce by appropriate legal action its rights as holder under any security included in the Unit.

PLAN OF DISTRIBUTION

General

The Company may offer and sell the Securities on a continuous or delayed basis, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more purchasers. The Securities offered pursuant to any Prospectus Supplement may be sold from time to time in one or more transactions at: (i) a fixed price or prices, which may be changed from time to time; (ii) market prices prevailing at the time of sale; (iii) prices related to such prevailing market prices; or (iv) other negotiated prices, including in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102, including sales made directly on the TSXV or other existing trading markets for the Securities. A description of such price will be disclosed in the applicable Prospectus Supplement. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater

than the initial public offering price fixed in such Prospectus Supplement, which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company. The Company may only offer and sell the Securities pursuant to a Prospectus Supplement for up to an aggregate $50,000,000 during the 25-month period that this Prospectus, including any amendments hereto, remains effective. The Prospectus Supplement for any of the Securities being offered thereby will set forth the terms of the offering of such Securities, including the type of Security being offered, the name or names of any underwriters, dealers or agents, the purchase price of such Securities, the proceeds to the Company from such sale, any underwriting commissions or discounts and other items constituting underwriters' compensation and any discounts or concessions allowed or re-allowed or paid to dealers. Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby.

Underwriters

If underwriters are engaged for the sale of Securities, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise set forth in the Prospectus Supplement relating thereto, the obligations of underwriters to purchase the Securities will be subject to certain conditions, but the underwriters will be obligated to purchase all of the Securities offered by the Prospectus Supplement under which such Securities are purchased. The Company may agree to pay the underwriters a fee or commission for various services relating to the offering of any Securities. Any such fee or commission will be paid out of the proceeds of the offering or the general corporate funds of the Company.

Dealers

If dealers are engaged for the sale of Securities, and if so specified in the applicable Prospectus Supplement, the Company will sell such Securities to the dealers as principals. The dealers may then resell such Securities to the public at varying prices to be determined by such dealers at the time of resale. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

Agents

The Securities may also be sold through agents designated by the Company. Any agent involved will be named, and any fees or commissions payable by the Company to such agent will be set forth, in the applicable Prospectus Supplement. Any such fees or commissions will be paid out of the proceeds of the offering or the general corporate funds of the Company. Unless otherwise indicated in the Prospectus Supplement, any agent will be acting on a best efforts basis for the period of its appointment.

Direct Sales

Securities may also be sold directly by the Company at such prices and upon such terms as agreed to by the Company and the purchaser. In this case, no underwriters, dealers or agents would be involved in the offering.

General Information

Underwriters, dealers or agents who participate in the distribution of Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under Canadian provincial securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers or agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

The Company may enter into derivative transactions with third parties, or sell securities not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable Prospectus Supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this Prospectus and the applicable Prospectus Supplement, including in short sale transactions. If so, the third parties may use securities pledged by the Company or borrowed from the Company or others to settle those sales or to close out any related open borrowings of stock, and

may use securities received from the Company in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be identified in the applicable Prospectus Supplement.

One or more firms, referred to as "remarketing firms," may also offer or sell Securities, if the Prospectus Supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for the Company. These remarketing firms will offer or sell the Securities in accordance with the terms of the Securities. The Prospectus Supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe the remarketing firm's compensation. Remarketing firms may be deemed to be underwriters in connection with the Securities they remarket.

Underwriters, dealers or agents may make sales of Securities in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an "at-the-market distribution" as defined in NI 44-102 and subject to limitations imposed by and the terms of any regulatory approvals required and obtained under, applicable Canadian securities laws which includes sales made directly on an existing trading market for the Common Shares, or sales made to or through a market maker other than on a stock exchange.

The Company may authorize underwriters, dealers or agents to solicit offers by eligible institutions to purchase Securities from the Company at the public offering price set forth in the applicable Prospectus Supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. The conditions to these contracts and the commissions payable for solicitation of these contracts will be set forth in the applicable Prospectus Supplement.

Each class or series of Securities, other than the Common Shares, will be a new issue of Securities with no established trading market. Subject to applicable laws, any underwriter may make a market in such Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. There may be limited liquidity in the trading market for any such Securities.

Unless otherwise specified in the applicable Prospectus Supplement, the Company does not intent to list any of the Securities other than the Common Shares on any securities exchange. Accordingly, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Debt Securities, the Warrants, the Subscription Receipts or the Units may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Debt Securities, the Warrants, the Subscription Receipts and the Units in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. No assurances can be given that a market for trading in Securities of any series or issues will develop or as to the liquidity of any such market, whether or not the Securities listed on a securities exchange.

PRIOR SALES

During the 12-month period before the date of this Prospectus, the only issue of Common Shares, or securities convertible into or exchangeable for Common Shares, by the Company were as follows:

Date Securities December 23, 2020 Common Shares December 23, 2020 Warrants December 23, 2020 Broker Warrants January 15, 2021 Stock Options February 22, 2021 Stock Options March 12, 2021 Stock Options April 27, 2021 Stock Options June 24, 2021 Stock Options August 16, 2021 Common Shares August 16, 2021 Warrants August 16, 2021 Broker Warrants August 24, 2021 Common Shares August 24, 2021 Warrants August 24, 2021 Broker Warrants	Issue Price/ Exercise Price $0.35 $0.45 $0.35 $0.43 $0.64 $0.75 $0.74 $0.80 $0.65 $0.85 $0.65 $0.65 $0.85 $0.65	Number of Securities
		16,529,222 8,264,611 701,664 1,225,000 325,000 175,000 200,000 300,000 11,397,430 5,698,715 794,813 1,229,620 614,810 51,701

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed and posted for trading on the TSXV under the symbol "FARM". Trading prices and volume of the Common Shares will be provided, as required, in each Prospectus Supplement to this Prospectus.

On October 25, 2021, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.79 per Common Share.

CERTAIN INCOME TAX CONSIDERATIONS

Owning any of the Securities may subject a purchaser to tax consequences in Canada. Although the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences of the acquisition, ownership and disposition of any Securities offered under this Prospectus by an initial investor, the applicable Prospectus Supplement may not describe these tax consequences fully or with respect to a particular investor. Prospective purchasers should consult their own tax advisor with respect to their particular circumstances.

RISK FACTORS

Prospective investors in a particular offering of the Securities should carefully consider, in addition to information contained in the Prospectus Supplement relating to that offering and the information incorporated by reference herein for the purposes of that offering, the risk factors listed below, and risks described in the documents incorporated by reference in this Prospectus (including, without limitation, the AIF), as supplemented by the Prospectus Supplement relating to each specific offering of Securities, including the Company's then current annual information form, as well as the Company's then current annual management's discussion and analysis and interim management's discussion and analysis, if applicable, to the extent incorporated by reference herein for the purposes of that particular offering of Securities.

The risks and uncertainties described or incorporated by reference in this Prospectus are not the only ones the Company may face. Additional risks and uncertainties that the Company is unaware of, or that the Company currently deems not to be material, may also become important factors that affect the Company. If any such risks actually occur, the Company's business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Securities could decline and investors could lose all or part of their investment.

Investors may lose their entire investment and should carefully consider the risk factors described below and under the heading "Risk Factors" in the AIF.

No Market for Debt Securities, Subscription Receipts, Warrants or Units

There is no current market for any Debt Securities, Subscription Receipts, Warrants or Units that may be offered. No assurance can be given that an active or liquid trading market for these Securities will develop or be sustained. If an active or liquid market for these Securities fails to develop or be sustained, the prices at which these Securities trade

may be adversely affected. Whether or not these Securities will trade at lower prices may depend on many factors, including liquidity of these Securities, prevailing interest rates and the markets for similar securities, the market price of the Common Shares, general economic conditions, and the Company's financial condition, historic financial performance and future prospects.

Change in Interest Rates

Prevailing interest rates will affect the market price or value of the Debt Securities. The market price or value of the Debt Securities may decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.

Broad Discretion in the Use of Net Proceeds

Management of the Company will have broad discretion with respect to the application of net proceeds received by the Company from the sale of Securities under this Prospectus or a future Prospectus Supplement and may spend such proceeds in ways that do not improve the Company's results of operations or enhance the value of the Common Shares or its other securities issued and outstanding from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Company's business or cause the price of the Securities issued and outstanding from time to time to decline.

Impact of COVID-19

In December 2019, a novel strain of coronavirus disease (" COVID-19 ") was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The outbreak has reached more than 200 countries, resulting in the implementation of significant governmental measures, including travel restrictions, lockdowns, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing, intended to control the spread of the virus. While these effects are expected to be temporary, the COVID19 outbreak has already caused severe global disruptions. In response to the virus, numerous countries and provincial, state and local governments, including jurisdictions where the Company operates, have placed large populations under lock-down or implemented similar measures and policies. In addition, several countries have instituted travel bans, in some cases closing their borders to all but non-essential traffic. Companies are also taking precautions, such as requiring employees to work remotely, imposing additional travel restrictions and temporarily closing businesses. These restrictions and prevention and mitigation measures have had and are likely to continue to have an adverse impact on global economic conditions and consumer confidence and spending and could have an adverse effect on the production of, and the demand for, our products and services. Uncertainties regarding the economic impact of COVID-19 have resulted and may continue to result in market turmoil, which has and could continue to negatively impact our business, financial condition and cash flows.

At this point in time, it is difficult to predict the duration and extent of the pandemic and its future impact on our business. The extent of COVID-19's effect on our future operational and financial performance will depend on future developments, including the duration, spread, severity and any recurrence of the COVID-19 virus, the nature and extent of governmental measures taken to contain the COVID-19 pandemic, the effectiveness and availability of vaccines, and the extent of the impact of the pandemic on the competitive landscape and overall economic conditions, all of which are uncertain and difficult to predict. The impact of COVID-19 on any of our employees, suppliers, distributors or transportation or logistics providers may negatively affect the price and availability of our products and services and impact our supply chain. If the disruptions caused by COVID-19 continue for an extended period of time, our ability to meet the demands of our customers may be materially impacted - as could the level of demand from our customers.

History of Negative Cash Flows

The Company had negative cash flows from operating activities of $1.68 million for the fiscal year ended December 31, 2020 and $1.54 million in the fiscal year ended December 31, 2019. As at December 31, 2020, the Company had an accumulated deficit of $4.71 million. The accumulated deficit has arisen as a result of net losses of $1.76 million in the financial year ended December 31, 2020 and losses incurred in previous years of operations. These negative cash flows from operating activities, losses and accumulated deficit are a result of the substantial investments the Company

made to build its technology platform and grow its business and the Company expects to make significant expenditures to expand the business of the Company in the future. The Company expects to continue its investment in sales and marketing to attract new commercial partners and growers to its services. The Company will continue its investment in research and development services, and extend the features of its existing platform. The Company intends to continue maintaining its high level of commercial partner and grower service and support, which the Company considers critical for its continued success. The Company also expects to incur additional general and administrative expenses as a result of the growth plan. The Company intends to continue to selectively pursue acquisitions of, or investments in, other complementary businesses, products or technologies, which require that the Company incur various expenses and fees of external counsel and other advisors. These increased expenditures will make it harder for the Company to achieve profitability and the Company cannot predict whether it will achieve profitability in the near term or at all. If the costs associated with acquiring new commercial partners or growers materially rise in the future, the Company's expenses may rise significantly. If the Company is unable to generate adequate revenue growth from new or existing commercial partners and growers and manage its expenses, the Company may continue to incur significant losses and may not achieve or maintain profitability.

LEGAL MATTERS

Certain legal matters relating to the offering of Securities by this Prospectus will be passed upon by Irwin Lowy LLP, on behalf of the Company. As of December 31, 2021, the partners and associates of Irwin Lowy LLP beneficially owned, directly or indirectly, less than 1% of the outstanding securities of any class of securities of the Company.

AUDITOR, REGISTRAR AND TRANSFER AGENT

The independent auditor of the Company is Clearhouse LLP, Chartered Professional Accountants, Toronto, Ontario. The Company's transfer agent and registrar is TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser's statutory rights.

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal advisor.

In an offering of Debt Securities, Warrants, Subscription Receipts or Units which are convertible, exchangeable or exercisable into other securities of the Company (" Convertible Securities "), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the Convertible Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal advisor. By virtue of their purchase of Convertible Securities, original purchasers will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Convertible Securities. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the securities issued to such purchaser upon conversion of such Convertible Securities, in the event that this Prospectus, as supplemented by an applicable Prospectus Supplement relating to such Convertible Securities, as amended, contains a misrepresentation, provided that the right of rescission is exercised within 180 days after the date of the purchase of the Convertible Securities. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in

addition to any other right or remedy available to original purchasers under section 130 the Securities Act (Ontario) or otherwise at law. The purchaser should refer to any applicable provisions of the securities legislation of the province in which the purchaser resides for the particulars of these rights, or consult with a legal advisor.

At-the-Market Distributions

Securities legislation in some provinces and territories of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of Securities distributed under an atthe-market distribution under this Prospectus by the Company do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of this Prospectus, the applicable Prospectus Supplement, and any amendment relating to any Securities purchased thereunder by such purchaser because this Prospectus, such Prospectus Supplement, and any amendment relating to the Securities purchased thereunder by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Securities distributed under an at-the-market distribution under this Prospectus by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if this Prospectus, the applicable Prospectus Supplement, and any amendment relating to Securities purchased thereunder by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of this Prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

CERTIFICATE OF DEVERON CORP.

Date: October 26, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under this prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the applicable prospectus supplement as required by the securities legislation of each of the provinces of Canada other than Quebec.

"David MacMillan" (signed) "Carmelo Marrelli" (signed) David MacMillan Carmelo Marrelli President and Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

"Chris Irwin" (signed) "William Linton" (signed) Chris Irwin William Linton Director Director

C-1

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Deveron Corp. — Capital/Financing Update 2021

47003_rns_2021-10-27_da802b28-4179-4df2-aa26-5ef671129501.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue

DEVERON CORP.

$50,000,000

TABLE OF CONTENTS

GENERAL INFORMATION

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

THE COMPANY

Intercorporate Relationships

Description of the Business

RECENT DEVELOPMENTS

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

DESCRIPTION OF SECURITIES

Description of Common Shares

Description of Debt Securities

General

Interest

Global Securities

Description of Warrants

General

Rights of Holders Prior to Exercise

Exercise of Warrants

Anti-Dilution

Global Securities

Modifications

Description of Subscription Receipts

General

Escrow

Anti-Dilution

Rescission

Global Securities

Modifications

Description of Units

General

Issue in Series

Enforceability of Rights by Holders of Units

PLAN OF DISTRIBUTION

General

Underwriters

Dealers

Agents

Direct Sales

General Information

PRIOR SALES

PRICE RANGE AND TRADING VOLUME

CERTAIN INCOME TAX CONSIDERATIONS

RISK FACTORS

No Market for Debt Securities, Subscription Receipts, Warrants or Units

Change in Interest Rates

Broad Discretion in the Use of Net Proceeds

Impact of COVID-19

History of Negative Cash Flows

LEGAL MATTERS

AUDITOR, REGISTRAR AND TRANSFER AGENT

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

At-the-Market Distributions

CERTIFICATE OF DEVERON CORP.

On behalf of the Board of Directors

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Deveron Corp. Capital/Financing Update 2021