Deveron Corp. — Proxy Solicitation & Information Statement 2025

Dec 9, 2025

DEXERON

DEVERON CORP.

82 Richmond Street East

Toronto, Ontario M5C 1P1

NOTICE SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a special meeting of the shareholders (the "Meeting") of Deveron Corp. (the "Corporation") will be held at the office of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 on Tuesday, December 30, 2025 at 10:00 a.m. (Toronto time), for the following purposes:

1. to consider, and if deemed advisable, pass, with or without variation, a special resolution, the full text of which is set forth in the accompanying management information circular (the "Circular"), authorizing the sale of substantially all of the assets of the Corporation (the "Transaction") pursuant to Section 184(3) of the Business Corporations Act (Ontario) pursuant to a share and asset purchase agreement (the "Share and Asset Purchase Agreement"), as described in the accompanying Circular;

2. to consider and, if deemed advisable, to pass, with or without variation, conditional upon the Transaction being completed, a special resolution, the full text of which is set forth in the accompanying Circular, to amend the articles of incorporation of the Corporation to change the name of the Corporation to "Finis Holdings Inc." or such other name as the directors of the Corporation, in their sole discretion, may determine and as may be acceptable to the Director appointed under the Business Corporations Act (Ontario), as more fully described in the accompanying Circular;

3. to consider, and if deemed advisable, pass, with or without variation, conditional upon the Transaction being completed, a resolution, the full text of which is set forth in the accompanying Circular, authorizing the directors of the Corporation, in their discretion, to make an application to the TSX Venture Exchange (the "TSXV") to delist the common shares of the Corporation ("Common Shares") from the TSXV;

4. to consider, and if deemed advisable, pass, with or without variation, conditional upon the Transaction being completed, a resolution, the full text of which is set forth in the accompanying Circular, authorizing the directors of the Corporation, in their discretion, to apply to the Ontario Securities Commission or other relevant authorities such that the Corporation is deemed to have ceased to be a reporting issuer as described in greater detail in the accompanying Circular;

5. consider, and if deemed advisable, pass, with or without variation, conditional upon the Transaction being completed, a special resolution, the full text of which is set forth in the accompanying Circular, providing the directors with the discretion to commence the voluntary winding up of the Corporation pursuant to Section 193 of the Business Corporations Act (Ontario) at a time to be determined by the directors of the Corporation; and

6. to transact such further and other business as may properly come before the meeting or any adjournment or adjournments thereof.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying Circular, which forms part of this notice of special meeting of shareholders.

The board of directors of the Corporation has by resolution fixed the close of business on Friday, November 28, 2025 as the record date, being the date for the determination of the registered holders of Common Shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

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We encourage you to make sure that your votes are represented at the Meeting. Additional information on how to vote your Common Shares in advance of the Meeting is enclosed. Please take the time to vote using the proxy form or voting instruction form sent to you in accordance with the instructions thereon so that your Common Shares are voted according to your instructions and represented at the Meeting.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Corporation’s transfer agent and registrar, TSX Trust Company, at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1 not later than 10:00 a.m. (Eastern time) on Wednesday, December 24, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

NOTICE TO UNITED STATES SHAREHOLDERS

The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian reporting issuer and are being effected in accordance with Canadian corporate and securities laws. The proxy rules under the U.S. Securities Exchange Act of 1934 are not applicable to the Corporation or this solicitation and, therefore, this solicitation is not being effected in accordance with U.S. securities laws. This Circular has been prepared in accordance with disclosure requirements applicable in Canada. Shareholders should be aware that requirements under such Canadian laws may differ from requirements under U.S. corporate and securities laws relating to U.S. corporations.

United States shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated by the Corporation.

Enforcement by shareholders of civil remedies under U.S. federal securities laws may be adversely affected by the fact that the Corporation is organized under the laws of a jurisdiction outside of the United States, that certain of its officers and directors are not resident in the United States, that its auditors are not resident in the United States and that a substantial portion of their respective assets are located outside the United States. You may not be able to sue the Corporation or its officers or directors, or enforce judgments of a U.S. court, in a Canadian court for violations of U.S. securities laws.

FORWARD-LOOKING STATEMENTS

Certain information in this Circular may contain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “would”, “may” and “should” and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on the Corporation’s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Such factors include the risks set out under the heading “Risk Factors”. Forward-looking statements may relate to, among other things, the structure and effects of the Transaction (as hereinafter defined) and the possible winding up of the Corporation, the timing and completion of the Transaction, and, if applicable, the delisting, ceasing to be a reporting issuer and the winding up of the Corporation, the plans and objectives of management in connection with the Transaction, the delisting, ceasing to be a reporting issuer and the winding up of the Corporation and the nature and results of operations until and after closing of the Transaction. The Corporation can give no assurance that such estimates, beliefs and assumptions will prove to be correct. In particular, certain statements included in the section entitled “Matters to be Acted Upon” are forward-looking statements.

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Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Corporation’s expectations only as of the date of this Circular. The Corporation disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. If one or more updates are made with respect to forward-looking statements, no inference should be made that additional updates will be made with respect to such or any other forward-looking statements.

DATED the 1st day of December, 2025.

BY ORDER OF THE BOARD

“David MacMillan” (signed)
President, Chief Executive Officer, Secretary and Director

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