DEXERON

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF DEVERON CORP.

TO BE HELD ON DECEMBER 30, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

December 1, 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:

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;
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;
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;
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;
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
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.

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.

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

DEVERON CORP.
82 Richmond Street East
Toronto, Ontario M5C 1P1

MANAGEMENT INFORMATION CIRCULAR

This information is given as of December 1, 2025, unless stated otherwise

SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF DEVERON CORP. (the "Corporation") of proxies to be used at the special meeting of shareholders of the Corporation to be held on Tuesday, December 30, 2025 at the office of Irwin Lowy LLP at Suite 401, 217 Queen Street West, Toronto, Ontario M5V 0R2 at 10:00 a.m. (Eastern time), and at any adjournment or postponement thereof (the "Meeting") for the purposes set out in the accompanying notice of meeting (the "Notice of Meeting"). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to send the Notice of Meeting, this management information circular (the "Circular") and other meeting materials, if applicable (collectively the "Meeting Materials") to the beneficial owners of the common shares of the Corporation (the "Common Shares") held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so. The costs of the solicitation of proxies will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the shareholders of the Corporation in favour of the matters set forth in the Notice of Meeting.

APPOINTMENT AND REVOCATION OF PROXIES

A holder of Common Shares who appears on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares ("Registered Shareholders") may vote in person at the Meeting or may appoint another person to represent such Registered Shareholder as proxy and to vote the Common Shares of such Registered Shareholder at the Meeting. In order to appoint another person as proxy, a Registered Shareholder must complete, execute and deliver the form of proxy accompanying this Circular, or another proper form of proxy, in the manner specified in the Notice of Meeting.

The purpose of a form of proxy is to designate persons who will vote on the shareholder's behalf in accordance with the instructions given by the shareholder in the form of proxy. The persons named in the enclosed form of proxy are officers or directors of the Corporation. A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, TO REPRESENT HIM, HER OR IT AT THE MEETING MAY DO SO BY FILLING IN THE NAME OF SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER PROPER FORM OF PROXY. A Registered Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must, in all cases, deposit the completed form of proxy with the Corporation's transfer agent and registrar, TSX Trust Company (the "Transfer Agent"), 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 at which the form of proxy is to be used. A form of proxy should be executed by the Registered Shareholder or his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

Proxies may be deposited with the Transfer Agent using one of the following methods:

| By Mail or Hand Delivery: | TSX Trust Company
Suite 301 – 100 Adelaide Street West
Toronto, Ontario M5H 4H1 |
| --- | --- |
| By Fax: | 416-595-9593 |
| By Internet: | www.voteproxyonline.com
You will need to provide your 12 digit control number (located on the form of proxy accompanying this Circular). |

A Registered Shareholder attending the Meeting has the right to vote in person and, if he or she does so, his or her form of proxy is nullified with respect to the matters such person votes upon at the Meeting and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

A Registered Shareholder who has given a form of proxy may revoke the form of proxy at any time prior to using it: (a) by depositing an instrument in writing, including another completed form of proxy, executed by such Registered Shareholder or by his or her attorney authorized in writing or by electronic signature or, if the Registered Shareholder is a corporation, by an authorized officer or attorney thereof at, or by transmitting by telephone or electronic means, a revocation signed, subject to the Business Corporations Act (Ontario), by electronic signature, to (i) the registered office of the Corporation, located at 82 Richmond Street East, Toronto, Ontario M5C 1P1, at any time prior to 5:00 p.m. (Eastern time) on the last business day preceding the day of the Meeting or any adjournment thereof or (ii) with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof; or (b) in any other manner permitted by law.

EXERCISE OF DISCRETION BY PROXIES

The Common Shares represented by proxies in favour of management nominees will be voted in accordance with the instructions of the Registered Shareholder on any ballot that may be called for and, if a Registered Shareholder specifies a choice with respect to any matter to be acted upon at the meeting, the Common Shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted for each item of special business, as stated elsewhere in this Circular.

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his judgment may determine. At the time of printing this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

ADVICE TO NON-REGISTERED HOLDERS

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders of the Corporation do not hold Common Shares in their own name. Only Registered Shareholders or the persons they appoint as their proxies are permitted to attend and vote at the Meeting and only forms of proxy deposited by Registered Shareholders will be recognized and acted upon at the Meeting. Common Shares owned by beneficial owners of Common Shares whose names do not appear on the records maintained by the Corporation's registrar and transfer agent as registered holders of Common Shares (the "Non-Registered Holders") are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) (each a "Clearing Agency") of which the Intermediary is a participant. Accordingly, such Intermediaries and Clearing Agencies would be the Registered Shareholders and would appear as such on the list maintained by the Transfer Agent. Non-Registered Holders do not appear on the list of the Registered Shareholders maintained by the Transfer Agent.

Distribution of Meeting Materials to Non-Registered Holders

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Meeting Materials to the Clearing Agencies and Intermediaries for onward distribution to Non-Registered Holders as well as directly to NOBOs (as defined below).

Non-Registered Holders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“OBOs”) and those who do not object to their identity being made known to the issuers of the securities which they own (“NOBOs”). Subject to the provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from Intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution of proxy-related materials to such NOBOs. If you are a NOBO and the Corporation or its agent has sent the Meeting Materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Common Shares on your behalf.

The Corporation’s OBOs can expect to be contacted by their Intermediary. The Corporation does not intend to pay for Intermediaries to deliver the Meeting Materials to OBOs and it is the responsibility of such Intermediaries to ensure delivery of the Meeting Materials to their OBOs.

Voting by Non-Registered Holders

The Common Shares held by Non-Registered Holders can only be voted or withheld from voting at the direction of the Non-Registered Holder. Without specific instructions, Intermediaries or Clearing Agencies are prohibited from voting Common Shares on behalf of Non-Registered Holders. Therefore, each Non-Registered Holder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

The various Intermediaries have their own mailing procedures and provide their own return instructions to Non-Registered Holders, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Non-Registered Holders will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form (a “VIF”). If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the VIF must be completed, signed and returned in accordance with the directions on the form.

or,

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete and sign the form of proxy and in accordance with the directions on the form.

Voting by Non-Registered Holders at the Meeting

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of an Intermediary or a Clearing Agency, a Non-Registered Holder may attend the Meeting as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder and vote such Common Shares as a proxyholder. A Non-Registered Holder who wishes to attend the Meeting and to vote their Common Shares as proxyholder for the Registered Shareholder who holds Common Shares beneficially owned by such Non-Registered Holder, should (a) if they received a VIF, follow the directions indicated on the VIF; or (b) if they received a form of proxy strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder’s or its nominees name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those instructions regarding when and where the VIF or the form of proxy is to be delivered.

All references to shareholders in the Meeting Materials are to Registered Shareholders as set forth on the list of registered shareholders of the Corporation as maintained by the Transfer Agent, unless specifically stated otherwise.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The holders of Common Shares of record at the close of business on the record date, set by the directors of the Corporation to be Friday, November 28, 2025 (the “Record Date”), are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held.

The authorized share capital of the Corporation consists of an unlimited number of Common Shares without par value, of which as at the Record Date 213,444,888 Common Shares are issued and outstanding, and an unlimited number of special shares, of which none are issued and outstanding.

Only Registered Shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting. On a show of hands, every Registered Shareholder and proxy holder will have one vote and, on a poll, every Registered Shareholder present in person or represented by proxy will have one vote for each Common Share held.

To the knowledge of the directors and executive officers of the Corporation, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attached to the outstanding Common Shares

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

Other than as otherwise disclosed herein, no director or executive officer of the Corporation who was a director or executive officer at any time since the beginning of the last financial year of the Corporation, or any associate or affiliates of any such directors or officers, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the board of directors of the Corporation (the “Board”), the matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION

At the Meeting, shareholders will be asked to vote on a special resolution (the “Share and Asset Sale Resolution”) approving the sale of all or substantially all of the assets of the Corporation (the “Transaction”) to RRL Ultimate Parent, LLC (“Parent”, a wholly-owned subsidiary of Rock River Laboratory Inc. (“Rock River”)), 1001388516 Ontario Inc. (“BidCo”, a wholly-owned subsidiary of Rock River, and together with Parent, the “Share Purchasers”) and Maple NewCo, LLC (the “US Buyer” and together with the Share Purchasers, the “Purchasers”). The Transaction will be effected pursuant to a share and asset purchase agreement dated November 3, 2025 (the “Share

and Asset Purchase Agreement”) entered into between the Purchasers and the Corporation, Deveron USA, LLC, a wholly-owned subsidiary of the Corporation, (“Deveron USA”), Woods End Laboratories, LLC, a subsidiary of Deveron USA (“Woods End”, and together with Deveron USA, the “Asset Vendors”) and certain minority shareholders of A&L Canada Laboratories East, Inc. (the “Minority Share Vendors”). The Corporation, the Asset Vendors and the Minority Share Vendors are collectively referred to herein as the “Vendors”. Under the terms of the Transaction, the Purchasers will acquire: (i) 100% of the shares (the “Purchased Shares”) of A&L Canada Laboratories East, Inc. (“A&L”), owned by the Corporation, being 66.7% of the Purchased Shares, and by Minority Share Vendors being 33.3% of the Purchased Shares; and (ii) substantially all of the assets of Deveron USA and Woods End (collectively, the “Purchased Assets”). The Share and Asset Purchase Agreement is described in more detail below.

The sale of the Purchased Shares and Purchased Assets represents more than 50% of the Company’s assets and may constitute the sale of substantially all of the assets of the Company. As a result, Section 5.14(c) of TSX Venture Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets (“TSXV Policy 5.3”) and Section 184(3) of the Business Corporations Act (Ontario) require the Company to obtain the approval of the Transaction by the shareholders. Furthermore, if approved at the Meeting, the Share and Asset Sale Resolution will also approve the value ascribed to the Transaction, in the absence of evidence of value for such transaction as contemplated by section 5.11 of TSXV Policy 5.3.

The full text of the Share and Asset Sale Resolution is as follows:

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the sale by Deveron Corp. (the “Corporation”) of substantially all of the undertaking, property and assets of the Corporation on the terms and conditions set forth in the share and asset purchase agreement (as amended, supplemented or modified from time to time, the “Share and Asset Purchase Agreement”) dated November 3, 2025, between the Corporation, RRL Ultimate Parent, LLC, 1001388516 Ontario Inc., Maple NewCo, LLC, Deveron USA, LLC, Woods End Laboratories, LLC, and certain minority shareholders of A&L Canada Laboratories East, Inc., as more particularly described in the management information circular dated December 1, 2025 of the Corporation (the “Circular”), be and is hereby approved and authorized;
the Share and Asset Purchase Agreement, the actions of the directors of the Corporation in approving the Share and Asset Purchase Agreement and the actions of the directors and officers of the Corporation in executing and delivering the Share and Asset Purchase Agreement and any amendments thereto are hereby ratified and approved;
the Corporation is authorized to perform its obligations under the Share and Asset Purchase Agreement, as more particularly described in the Circular;
the value ascribed to the transactions under the Share and Asset Purchase Agreement, in the absence of evidence of value for such transaction as contemplated by section 5.11 of TSX Venture Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets, is hereby confirmed, authorized and approved;
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered, without further notice to, or approval of, the shareholders of the Corporation to amend the Share and Asset Purchase Agreement to the extent permitted thereby, or, subject to the terms of the Share and Asset Purchase Agreement, not to proceed with the transactions contemplated by the Share and Asset Purchase Agreement; and
any director and/or officer of the Corporation be and such director or officer of the Corporation is hereby authorized and empowered, acting for in the name of and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver to cause to be delivered, any and all such documents and instruments and to do or to cause to be done all such other acts and things as, in the opinion of such director or officer, may be necessary or desirable in order to fulfil the intent of the

foregoing paragraphs of this resolution, the execution of any such document or instrument or the doing of any such act or thing by such director or officer being conclusive evidence of such determination."

To be passed, the Share and Asset Sale Resolution must be approved by: (i) at least 66⅔% of the votes cast by the shareholders, voting together as a single class at the Meeting, either in person or by proxy; and (ii) a majority of the votes cast by shareholders, after excluding the Common Shares beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining “minority approval” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). See section “Particulars of Matters to be Acted Upon – Disposition of all or Substantially all of the Assets of the Corporation – Required Approvals – Shareholder Approval for the Share and Asset Sale Resolution and the Wind-Up Resolution” in this Circular.

The Transaction

Background

Due to the nature of its operations, the Corporation requires a significant amount of capital to continue its operations in the ordinary course. As disclosed in the Corporation’s unaudited condensed interim consolidated amended and revised financial statements for the three and nine months ended March 31, 2025, the Corporation experienced net losses and significant cash use in operating and investing activities and, as of March 31, 2025, had an accumulated deficit of approximately $19,088,454. These conditions, among others, raised substantial doubt about the Corporation’s ability to continue as a going concern.

The Corporation has been unable to secure the significant additional financing necessary to continue operations in the ordinary course and has been considering its strategic options, including the sale of its assets, a restructuring, winding-down, or a combination thereof.

Upon completion of a strategic review by the Board, in the face of significant liquidity issues facing the Corporation, on April 8, 2025, the Corporation and Aqua Capital, the controlling shareholder of Rock River, entered into a non-binding letter of intent concerning the purchase of substantially all of the assets of the Corporation. The Corporation discussed a similar transaction with several other arm’s length parties.

On November 3, 2025, after having entered into the Share and Asset Purchase Agreement, the Corporation announced the Transaction.

Consideration for the Transaction

Pursuant to the Transaction, the Corporation will sell substantially all of its assets to Rock River. Aqua Capital, a private equity firm specializing in the food and agribusiness sectors with US$1.1 billion in assets under management, will provide equity to the Transaction and will remain the controlling shareholder of Rock River upon completion of the Transaction.

As consideration for the Transaction, Rock River, through its affiliates, will pay an aggregate of US$36,400,000 (the “Total Consideration”). In satisfaction of this consideration, upon closing, the Corporation and the Minority Share Vendors will receive a combination of cash, secured seller notes (the “Seller Notes”) of Rock River (which Seller Notes are second secured, accrue interest at the Canada Bank prime rate and mature in December, 2029) and equity in Rock River (“Rock River Equity”), as follows:

Approximate Total Consideration – US$36,400,000
US$18,900,000 cash payable to the Toronto-Dominion Bank (the “TD Bank”) in satisfaction of A&L’s outstanding debt owed to the TD Bank (the “TD Payment”) under the credit facility provided by the TD Bank to A&L on May 20, 2022, as amended and restated and further amended by the forbearance agreement dated as of April 25, 2025 between the TD Bank and A&L (the “TD Bank Debt Facility”);

US$7,800,000 in cash;
US$6,200,000 in Seller Notes; and
US$3,500,000 in Rock River Equity.

In addition, a future potential earnout considerations of US$1,000,000 may become payable.

Portion of Consideration Payable to the Corporation – US$10,600,000 (the “Corporation Payment”)
US$4,800,000 in cash (which will be used to retire the Deveron USA Debt Obligations and the Deveron USA Earnout Payments defined under section entitle “Disposition of all or Substantially all of the Assets of the Corporation) – Background to the Transaction – Distribution of the Consideration payable to the Corporation – Deveron USA Cash Payment” below) (the “Deveron USA Cash Payment”);
US$3,400,000 of Seller Notes (the “Corporation Seller Notes”);
US$1,400,000 in Rock River Equity (the “Corporation Rock River Equity”); and
US$1,000,000 cash to the shareholders of the Corporation as return of capital, which is the equivalent of approximately $0.0067 per Common Share (the “Shareholder Payment”).

In addition, a future potential earnout consideration in the amount of US$570,000 (the “Corporation Potential Earnout Amount”) may become payable.

Portion of Consideration Payable to the Minority Share Vendors – US$6,900,000 (the “Minority Share Vendors Payment”)
US$2,000,000 in cash;
US$2,800,000 of Seller Notes; and
US$2,100,000 in Rock River Equity.

In addition, a future potential earnout consideration in the amount of US$430,000 may become payable.

The Total Consideration is subject to adjustment for, among other things, any difference from the estimated cash position on the closing of the Transaction, customary working capital adjustments and foreign exchange fluctuations.

Distribution of the Consideration Payable to the Corporation

Deveron USA Cash Payment

The Deveron USA Cash Payment will be paid to Deveron USA, a wholly-owned subsidiary of the Corporation, which will be used to settle certain secured debt of Deveron USA: (i) US$393,000 senior secured bridge loans, plus accrued interest, and US$3,481,012 of secured promissory notes, plus accrued interest (collectively the “Deveron USA Debt Obligations”) and (ii) US$835,260 of notes owed under certain earnout payments owing to third parties (the “Deveron USA Earnout Payments”). The balance of the Deveron USA Cash Payment will be used to pay customary closing fees and other project-related expenses. Upon distribution of the Deveron USA Cash Payment, Deveron USA will have no funds.

Corporation Seller Notes, Corporation Rock River Equity and Corporation Potential Earnout Amount

Holders of US$10,900,000 of outstanding convertible debentures of the Corporation (the “Corporation Debentures”) have agreed to amend the Corporation Debentures so as to reduce the principal amount and accrued interest thereon, and accept in settlement thereof (i) an aggregate of the Corporation Seller Notes; (ii) US$1,180,000 of the Corporation Rock River Equity (which will be held in trust by the Corporation on behalf of the holders of the Corporation Debentures), and (iii) the Corporation Potential Earnout Amount in the event that Aqua Capital achieves a specified return on its initial capital investment in Rock River, which will accrue solely to the holders of the Corporation Debentures and Minority Share Vendors. The balance of the US$220,000 of Corporation Rock River Equity will be held in trust by the Corporation on behalf of the holders of certain secured promissory notes of Deveron USA to satisfy the obligations under such notes.

Shareholder Payment

The shareholders of the Corporation will receive an aggregate of US$1,000,000 in cash as a return of capital, which is the equivalent of approximately $0.0067 per Common Share. The trading price of the Common Shares on November 1, 2024, the date on which the Common Shares last traded on the TSXV, was of $0.04.

The Corporation will provide further details in respect of the distribution of the Shareholder Payment to the shareholders, including the record date for the shareholders entitled to the distribution of the Shareholder Payment and the date or dates on which the distribution of the Shareholder Payment will be made, by way of one or more press releases to be disseminated by the Corporation closer to the closing of the Transaction.

TD Facility Refinancing

The Purchasers and the Corporation are participating in negotiations for the refinancing of the business to provide for the repayment of the TD Bank Debt Facility (the “TD Facility Refinancing”). The completion of the TD Facility Refinancing is a condition of closing of the Transaction.

Shareholder Approval

At the Meeting, the shareholders of the Corporation will be asked to approve the Share and Asset Sale Resolution, including the Shareholder Payment. Receipt of the requisite shareholder approval at the Meeting is a condition of closing of the Transaction.

Consent of the Holders of Corporation Debentures

The holders of the Corporation Debentures have consented to the Transaction, and have agreed to extend the maturity of the Corporation Debentures to the earlier of the closing of the Transaction or the termination of the Share and Asset Purchase Agreement.

Over 66.6% of the holders of the Corporation Debentures have entered into consent agreements to accept, as consideration for retirement of their claims, $0.47 per dollar of the principal amount owed to a holder of a Corporation Debenture, which includes interest, broken down as follows: (i) $0.31 per dollar owed of Corporation Seller Notes; (ii) $0.11 per dollar owed in Corporation Rock River Equity and (iii) $0.05 per dollar owed in Corporation Potential Earnout Amount.

Pre-Closing Reorganization

It is a condition of closing of the Transaction that the Vendors complete the following reorganization (“Pre-Closing Reorganization”) prior to the completion of the Transaction:

In connection with the Asset Purchase:

Deveron USA owns 51% of the shares of Woods End. In connection with the Pre-Closing Reorganization, Deveron USA is required to purchase the remaining 49% of Woods End from A&L US Laboratories Inc., an indirectly wholly-owned subsidiary of A&L.
The assignment of domain names from the Corporation to A&L.
The Corporation and Minority Share Vendors will contribute a portion of their shares in A&L to a new Delaware corporation.

In connection with the Share Purchase:

Woods End is required to distribute its sale cash proceeds and promissory note to its shareholder, Deveron USA, and then liquidate.
Deveron USA is required to distribute its sale cash proceeds and promissory note, plus the cash and promissory note received from Woods End, to its shareholder, the Corporation, and then liquidate.
A&L US Laboratories Inc. is required to liquidate and distribute any cash proceeds to its shareholder, A&L.
Distribution of interests in Aero Insights Inc. from A&L to the Corporation.

Board Decision and Considerations

The Share and Asset Purchase Agreement is a result of arm’s length negotiations among representatives of the Corporation and their respective legal advisors, as more fully described herein. The following is a summary of the principal events lead up to the execution of the Share and Asset Purchase Agreement and the subsequent public announcement of the Transaction.

On May 27, 2024, the Corporation received a notice of demand letter from two unsecured creditors demanding repayment of loans evidenced by promissory notes in the aggregate principal amount of $4,726,000. The unsecured creditors were directors and officers of A&L.

On June 24, 2024, the Corporation received a requestion of an annual and special meeting by a corporation controlled by Greg Patterson, who at the time was a director of the Corporation. Among other things, the requisition proposed to effect certain changes to the Board.

On August 15, 2024, the Corporation announced a settlement agreement with a group of shareholders including, Greg Patterson. Pursuant to the settlement agreement, the Corporation agreed to certain changes at the Board and to complete a private placement of at least $2,600,000.

On November 4, 2024, the Corporation received a cease trade order from the Ontario Securities Commission.

At this time, the Board discussed financial options given its liquidity issues as well as the Corporation’s $40,000,000 in maturing debt in May 2025.

On November 11, 2024, the Corporation received an unsolicited letter of intent from Aqua Capital expressing interest in the business as a potential solution for its maturing debt and liquidity issues.

On December 3, 2024, the Corporation’s Chairman and CEO met with one of the partner’s at Aqua Capital to discuss their proposal.

On February 12, 2025, the Corporation established a special committee to review strategic options of the Corporation.

Throughout February, the Corporation’s CEO engaged with strategic investors and private equity firms that had previously expressed interest in the business. The special committee then received three term sheets deemed of interest from Eurfins (a global testing platform), Aqua Capital and Mirraterra (an early stage venture capital backed testing company).

On March 14, 2025, the Board reviewed the various proposals. The Board believed the Aqua Capital bid to be superior as it valued the Corporation at $5,000,000 more than Mirraterra and contained much less financing risk. Eurofins bid was only at the value of the debt owed to TD bank and did not provide any additional considerations for the Corporation’s secured and unsecured creditors or equity. The Board, given the liquidity issues of the Corporation, also considered the option of receivership.

On March 27, 2025, the Corporation’s CEO presented an updated negotiation of a letter of intent from Aqua Capital.

On April 8, 2025, the Board provided a resolution to provide Aqua Capital with a formal signing of the non-binding letter of intent which granted Aqua Capital exclusivity for a 90-day period while they completed diligence.

On July 26, 2025, Aqua Capital completed due diligence and presented an updated non-binding letter of intent. Due to performance in the Corporation’s cannabis division, the final letter of intent amended certain terms mainly an enterprise value reduction of US$3,200,000 and added a possible earn out of up to US$1,000,000.

On July 30, 2025, the Corporation agreed to the updated terms of the non-binding letter of intent.

During the period from August and September, 2025, the Corporation’s executives and the Board met informally many times to negotiate in good faith the Share and Asset Purchase Agreement.

On October 27, 2025, the Corporation announced the resignation of Roger Dent, Greg Patterson and Ron Patterson as directors of the Corporation and the appointment of Chris Irwin as a director of the Corporation.

On November 3, 2025, the Corporation announced it had entered into Share and Asset Purchase Agreement. In connection with the entering into of the Share and Asset Purchase Agreement, directors, officers and shareholders of the Corporation holding an aggregate of over 55% of the shares of the Corporation entered into customary voter support agreements where such shareholders agreed to vote their shares in favour of the Transaction. Additionally, over 66.6% of the holders of the Corporation Debentures entered into consent agreements to accept the considerations described herein for retirement of their claims.

On November 27, 2025, the Board determined to establish an independent committee of the newly constituted Board of the Corporation (the “Committee”) to determine whether certain payments to be received by related parties of the Corporation in association with the completion of the Transaction and winding up of the Corporation may be considered to be a “collateral benefit” received by the applicable related party for the purposes of MI 61-101.

On December 1, 2025, the Board approved the Circular and unanimously reconfirmed their approval of the Share and Asset Purchase Agreement and recommendation that the shareholders vote in favour of the Share and Asset Sale Resolution.

In determining that the Transaction is in the best interests of the Corporation, the Board considered, among other things, the following:

the Corporation’s inability to raise the significant financing needed to continue operations in the ordinary course;
the consideration to be paid pursuant to the Transaction to the shareholders of the Corporation is all cash;
the holders of the Corporation Debentures have consented to the Transaction;
the debt owed by the Corporation, as restructured, will be paid upon completion of the Transaction;

the Transaction can be completed within the time frame required to meet the Corporation’s immediate financing needs;
Supporting Shareholders (as hereinafter defined) holding an aggregate number of Common Shares which represent approximately 52% of the currently outstanding number of Common Shares have entered into the Voting Support Agreements (as hereinafter defined) with Rock River to vote their Common Shares in favour of the Transaction.
the Share and Asset Purchase Agreement is the result of arm’s length negotiations between the Purchasers and the Vendors;
the Transaction is the result of a strategic review process conducted by the Corporation that consisted of an evaluation of several alternatives; and
after conducting a review of the Corporation’s financing and strategic alternatives, the Board determined that continuing to operate was not reasonably likely to create greater value for shareholders than the value obtained for stakeholders pursuant to the Transaction and, if applicable, the winding up.

Summary of the Share and Asset Purchase Agreement

The following summarizes the material provisions of the Share and Asset Purchase Agreement. This summary may not contain all of the information about the Share and Asset Purchase Agreement that is important to shareholders of the Corporation. The rights and obligations of the parties to the Share and Asset Purchase Agreement are governed by the express terms and conditions of the Share and Asset Purchase Agreement and not by this summary or any other information contained in this Circular. This summary is qualified in its entirety by reference to the Share and Asset Purchase Agreement, which has been filed by the Corporation on its SEDAR+ profile at www.sedarplus.ca. Capitalized terms not expressly defined herein have the meanings ascribed thereto in the Share and Asset Purchase Agreement.

Assets Sold

The Purchased Assets to be acquired by the US Buyer under Share and Asset Purchase Agreement are the analytical laboratory, precision agriculture, recommendation and soil collection services tailored to the agricultural, environmental, food and pharma sectors carried on by the Asset Vendors in the United States, all as more particularly described in the Share and Asset Purchase Agreement.

Shares Sold

The Purchased Shares to be acquired by the Purchasers under Share and Asset Purchase Agreement are all of the common shares of A&L held as to 66.7% by the Corporation and as to 33.3% by the Minority Share Vendors.

Purchase Price

The consideration payable under the Share and Asset Purchase Agreement is the Total Consideration, payable as described in the section entitled “Disposition of all or Substantially all of the Assets of the Corporation – Background to the Transaction” in this Circular, provided that the Total Consideration is subject to adjustment for, among other things, any difference from the estimated cash position on the closing of the Transaction, customary working capital adjustments and foreign exchange fluctuations.

Representations and Warranties

Representations and Warranties of the Vendors, other than the Minority Share Vendors

The Share and Asset Purchase Agreement contains representations and warranties made by the Vendors, other than the Minority Share Vendors to the Purchasers which relate to, among other things: (a) formation and qualification; (b)

authority to enter into the Share and Asset Purchase Agreement and perform their obligations thereunder; (c) the execution, delivery and performance of the Share and Asset Purchase Agreement and the completion of the transactions contemplated by the Share and Asset Purchase Agreement not resulting in conflicts; (d) required authorizations; (e) no bankruptcy; (f) required consents; (g) execution and binding obligation; (h) other agreements to purchase the Purchased Assets or the Purchased Shares; (i) title to the Purchased Shares held by the Vendors, other than the Minority Share Vendors; (j) residence matters; (k) absence of brokerage fees in connection with the Transaction; (l) authorized and issued capital; (m) the corporate records of A&L; (n) conduct of business in ordinary course; (o) absence of Material Adverse Effects; (p) compliance with laws; (q) public disclosure; (r) authorizations; (s) sufficiency of assets; (t) title to the Purchased Assets; (u) absence of options to acquire the Purchased Assets; (v) interests in other companies, partnerships or joint ventures; (w) compliance with Material Contracts and other assumed contracts; (x) no breach of other contracts; (y) intellectual property rights; (z) information technology; (aa) software; (bb) access to data; (cc) accuracy of books and records; (dd) transactions with related parties; (ee) financial statements; (ff) absence of liabilities; (gg) estimated statements; (hh) employees matters; (ii) employee plans; (jj) real property ownership; (kk) leased property; (ll) environmental matters; (mm) inventory; (nn) accounts receivable; (oo) customers and suppliers; (pp) insurance matters; (qq) absence of litigation; (rr) taxes; and (ss) privacy and data security.

Representations and Warranties of the Minority Share Vendors

The Share and Asset Purchase Agreement contains representations and warranties made by the Minority Share Vendors to the Purchasers which relate to, among other things: (a) formation and qualification; (b) authority to enter into the Share and Asset Purchase Agreement and perform their obligations thereunder; (c) the execution, delivery and performance of the Share and Asset Purchase Agreement and the completion of the transactions contemplated by the Share and Asset Purchase Agreement not resulting in conflicts; (d) required authorizations; (e) required consents; (f) execution and binding obligation; (g) other agreements to purchase the Purchased Shares; (h) title to the Purchased Shares held by the Minority Share Vendors; and (i) residence matters.

Representations and Warranties of the Purchasers

The Share and Asset Purchase Agreement contains representations and warranties made by the Purchasers to the Vendors which relate to, among other things: (a) formation and qualification; (b) authority to enter into the Share and Asset Purchase Agreement and perform their obligations thereunder; (c) the execution, delivery and performance of the Share and Asset Purchase Agreement and the completion of the transactions contemplated by the Share and Asset Purchase Agreement not resulting in conflicts; (d) required authorizations and consents; (e) no bankruptcy; (f) execution and binding obligation; (g) compliance with laws; (h) absence of litigation; (i) absence of brokerage fees in connection with the Transaction and (j) authorized capital and issue of the Rock River Equity.

Covenants

The Vendors and the Purchasers have agreed to certain covenants that will be in force between the date of the Share and Asset Purchase Agreement and the Effective Time. Set forth below is a brief summary of certain of those covenants.

Conduct of Business of the Vendors

The Vendors covenanted and agreed that, during the period from the date of the Share and Asset Purchase Agreement until the earlier of the Effective Time and the time that the Share and Asset Purchase Agreement is terminated in accordance with its terms, except (i) as otherwise contemplated in the Share and Asset Purchase Agreement or as required by applicable Laws or a Governmental Entity; or (ii) as consented to by the Purchasers in writing, such consent not to be unreasonably withheld, conditional or delayed, the Vendors will, and will cause each member of the Purchased Group to: (a) conduct its portion of the Business only in the Ordinary Course; (b) comply in all material respects with all applicable Laws in the operation of the Business; (c) use commercially reasonable efforts to maintain the goodwill associated with the Business, including sustaining substantially the same quality of relationships with employees of the Business, customers, suppliers, Governmental Entities and others doing business with the Business and (d) use commercially reasonable efforts to perform all its obligations under all Material Contracts, all as more particularly set out in the Share and Asset Purchase Agreement.

Additional Covenants of the Vendors

In addition, the Vendors covenanted and agreed that during the period from the date of the Share and Asset Purchase Agreement until the earlier of the Effective Time and the time that the Share and Asset Purchase Agreement is terminated in accordance with its terms it will (a) afford the Purchasers full and free access to information regarding the Vendors; (b) hold in confidence any and all information, whether written or oral, concerning the Business, other than as generally known to the public and as required by Law; (c) provide the Purchasers with notice of certain events; (d) obtain any required consents in connection with the Transaction; (e) upon request of the Purchasers, the Vendors shall and shall cause any member of the Purchased Group to use its commercially reasonable to provide, at the Purchasers’ sole expense, such customary and timely co-operation to the Purchasers as the Purchasers may reasonably request in connection with the TD Facility Refinancing; and (f) take all necessary steps to cause all filings to be made to change the corporate name of the Vendors to names not including “Deveron” or “Woods End” or any similar name.

Covenants of the Purchasers

The Purchasers covenanted and agreed to use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, at the Purchasers’ sole expense, all things reasonably necessary, proper or advisable to arrange and obtain the TD Facility Refinancing.

Mutual Covenants

The parties agreed under the Share and Asset Purchase Agreement to use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in article 8 of the Share and Asset Purchase Agreement.

Non-Solicitation Covenants

Non-Solicitation

Except as otherwise expressly provided in article 6 of the Share and Asset Purchase Agreement, the Vendors may not, and the Vendors are required to cause the Purchased Group and their respective Representatives not to:

(a) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing confidential information or entering into any form of agreement, arrangement or understanding (other than a confidentiality agreement pursuant to section 6.3(a)(iv) of the Share and Asset Purchase Agreement) any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal;

(b) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person (other than the Purchasers and their Affiliates), other than, for greater certainty, the negotiation of a confidentiality agreement pursuant to section 6.3(a)(iv) of the Share and Asset Purchase Agreement, in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, provided that, the Vendors may, provided a copy of such communication is provided in advance to the Purchasers, advise any Person in writing (A) of the restrictions in the Share and Asset Purchase Agreement; and/or (B) in the case of any Person making an Acquisition Proposal, that the Board (or the relevant committee thereof) has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;

(c) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any Acquisition Proposal (other than a confidentiality agreement pursuant to section 6.3(a)(iv) of the Share and Asset Purchase Agreement) or any inquiry, proposal or offer that may reasonably be expected to lead to an Acquisition Proposal;

(d) (A) fail to make, or withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, the Board Recommendation, or (B) make, or permit any Representative of the Vendors or the Purchased Group to make, any public statement in connection with the Meeting by or on behalf of the Board that would reasonably be expected to have the same effect, or (C) accept, approve, endorse, recommend or authorize any agreement, understanding or arrangement with respect to an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with section 6.3(a)(iv) of the Share and Asset Purchase Agreement) or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, beyond the third (3rd) Business Day prior to the date of the Meeting, as such Meeting), or (D) fail to publicly reaffirm (without qualification) the Board Recommendation, or its recommendation of the Transaction within five (5) Business Days (and in any case prior to the Meeting) after having been requested in writing by the Purchasers to do so (acting reasonably) (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting) or (E) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal (each, a “Change in Recommendation”); or

(e) make any public announcement, or take any other action, inconsistent with, or that would reasonably be likely to be regarded as detracting from the approval, recommendation or declaration of advisability of the Board of the transactions contemplated by the Share and Asset Purchase Agreement.

The Vendors shall, and shall cause the Purchased Group and its and their Representatives to, immediately cease any existing solicitation, discussions, negotiations or other similar activities commenced prior to the date of the Share and Asset Purchase Agreement with any Person (other than the Purchasers and their Affiliates) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, the Vendors will promptly (and in any event within 24 hours) discontinue access to and disclosure of its the Business’ confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise), and shall as soon as possible (and in any event within two (2) Business Days) request, and exercise all rights it has (or cause the Purchased Group to exercise any rights that they have) to require the return or destruction of all (i) confidential information regarding the Business, the Vendors and the Purchased Group previously provided in connection therewith to any Person (other than the Purchasers or their Affiliates) and (ii) all material including or incorporating or otherwise reflecting such confidential information regarding the Business, the Vendors or the Purchased Group, to the extent such information has not already been returned or destroyed, and use commercially reasonable efforts to ensure that such requests are complied with.

The Vendors represented and warranted as of the date of the Share and Asset Purchase Agreement that none of the Vendors nor any member of the Purchased Group has waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Vendors or any member of the Purchased Group is a party, and the Vendors represent and warrant that all such standstill, confidentiality, non-disclosure, business purpose, use or similar agreements or restrictions to which the Vendors or any member of the Purchased Group are a Party shall, if applicable and in accordance with their terms, remain enforceable. The Vendors covenanted and agreed that (i) they shall take all reasonable best efforts to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Vendors or any member of the Purchased Group is a party or may hereafter become party in accordance with the Share and Asset Purchase Agreement, and (ii) none of the Vendors nor any member of the Purchased Group nor any of their respective Representatives has released or will, without the prior written consent of the Purchasers (which may be unreasonably withheld, conditioned or delayed by the Purchasers in their sole discretion) release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Vendors or the Purchased Group under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Vendors or any member of the Purchased Group is a party or may hereafter become a party in accordance with the Share and Asset Purchase Agreement (it being acknowledged by the Purchasers that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of entering into and announcement of the Share and Asset Purchase Agreement or otherwise in accordance with such restrictions shall not be in violation of section 6.1(c) of the Share and Asset Purchase Agreement).

Notification of Acquisition Proposals

If the Vendors or any member of the Purchased Group or, to the knowledge of the Vendors, any of their respective Representatives, receives or otherwise becomes aware of either: (i) any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or (ii) any request for copies of, access to, or disclosure of, confidential information relating to the Business, the Vendors or the Purchased Group, the Vendors shall promptly notify the Purchasers, at first orally, and then promptly, and in any event within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and provide copies of all material documents, correspondence or other material received in respect of, from or on behalf of any such Person if in writing or electronic form, and if not in writing or electronic form, a detailed description of all material terms of such communication to the Vendors by or on behalf of any such Person.

The Vendors shall keep the Purchasers informed, on a prompt basis, and in any event within 24 hours, in writing, of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall promptly, and provide to the Purchasers copies of all correspondence (including copies of any draft definitive agreement relating to such Acquisition Proposal) and any ancillary documents containing material terms to such Acquisition Proposal if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence or communication to the Vendors by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal.

Notwithstanding section 6.1 of the Share and Asset Purchase Agreement, if at any time prior to the approval of the Transaction Resolution by the shareholders of the Corporation having been obtained, any Vendor or any member of the Purchased Group receives a bona fide unsolicited written Acquisition Proposal, the Vendors may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Vendors and the Purchased Group to such Person, if and only if:

(a) the Board first determines in good faith, after consultation with its financial advisors and its external legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal and has provided the Purchasers with written confirmation thereof;

(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement with the Vendors or any member of the Purchased Group;

(c) the making of the Acquisition Proposal by such Person did not result from a breach of article 6 of the Share and Asset Purchase Agreement;

(d) prior to providing any such copies, access, or disclosure, the Vendors and the Purchased Group have entered into a confidentiality and standstill agreement with such Person (or affiliate of such Person) on terms no less favourable in aggregate to the Vendors than the confidentiality agreement between the Purchasers and the Vendors, and provides the Purchasers with a copy thereof; and

(e) the Vendors and/or the Purchased Group promptly provide the Purchasers with: (i) prior written notice stating the Vendors' and/or the Purchased Group's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure; (ii) prior to providing such copies, access or disclosure, a true, complete and final executed copy of the confidentiality agreement referred to in section 6.3(a)(iv) of the Share and Asset Purchase Agreement; and (iii) any non-public information concerning the Business provided to such other Person which was not previously provided to the Purchasers.

Right to Match

If, prior to the approval of the Transaction Resolution by the shareholders of the Corporation, the Vendors or any member of the Purchased Group receives an Acquisition Proposal that the Board determines, in good faith after consultation with its outside financial and legal advisors, constitutes a Superior Proposal, the Board may, subject to compliance with article 10 of the Share and Asset Purchase Agreement, enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the making of the Acquisition Proposal by such Person did not result from a breach of article 6 of the Share and Asset Purchase Agreement;

(b) the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-solicitation or similar agreement with any Vendor or member of the Purchased Group;

(c) the Vendors have delivered to the Purchasers a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement with respect to the Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the "Superior Proposal Notice");

(d) the Vendors or their Representatives have provided to the Purchasers a copy of the proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Vendors and their Representatives containing material terms and conditions of such Superior Proposal);

(e) at least five (5) full Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchasers received the Superior Proposal Notice and the date on which the Purchasers received a copy of the proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Vendors and their Representatives containing material terms and conditions of such Superior Proposal) from the Vendors or the Purchased Group;

(f) during any Matching Period, the Purchasers has had the opportunity (but not the obligation), in accordance with section 6.4(a)(viii) of the Share and Asset Purchase Agreement, to offer to amend the Share and Asset Purchase Agreement and the Transaction in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Board has determined in good faith, (A) after consultation with its external legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Transaction as proposed to be amended by the Purchasers under section 6.4(b) of the Share and Asset Purchase Agreement) and (B) after consultation with its external legal counsel, the failure for the Board to take such action with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable Law; and

(h) prior to or concurrently with entering into such definitive agreement the Vendors terminate the Share and Asset Purchase Agreement pursuant to section 10.1(1)(d)(i) thereof and, concurrently with such termination, pays the Purchasers the Termination Fee in accordance with section 10.2 of the Share and Asset Purchase Agreement.

The Vendors acknowledged and agreed that, during the Matching Period, or such longer period as the Vendors may approve, the Purchasers shall have the opportunity, but not the obligation, to propose to amend the terms of the Share and Asset Purchase Agreement and the Transaction, including an increase in, or modification of, the Purchase Price. During the Matching Period: (a) the Board shall review any offer made by the Purchasers under section 6.4(b) of the Share and Asset Purchase Agreement to amend the terms of the Share and Asset Purchase Agreement and the

Transaction in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) if the Acquisition Proposal would no longer constitute a Superior Proposal, the Vendors shall, and shall cause their Representatives to, negotiate in good faith with the Purchasers to make such amendments to the terms of the Share and Asset Purchase Agreement and the Transaction as would enable the Purchasers to proceed with the transactions contemplated by the Share and Asset Purchase Agreement on such amended terms. If the Board, after consultation with its financial advisors and its outside legal counsel, determines that such Acquisition Proposal would cease to be a Superior Proposal, the Vendors shall promptly so advise the Purchasers and the Vendors and the Purchasers shall amend the Share and Asset Purchase Agreement to reflect such offer made by the Purchasers, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Vendors or the shareholders of the Corporation or other terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of article 6 of the Share and Asset Purchase Agreement, and the Purchasers shall be afforded a new Matching Period from the date on which the Purchasers received the Superior Proposal Notice with respect to the new Superior Proposal from the Vendors.

At the written request of the Purchasers, the Board shall promptly (and in any event within one (1) Business Day) reaffirm the Board Recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of the Share and Asset Purchase Agreement or the Transaction as contemplated under section 6.4(b) of the Share and Asset Purchase Agreement with respect to any such Acquisition Proposal would result in such Acquisition Proposal no longer being a Superior Proposal. The Vendors shall provide the Purchasers and their external legal counsel with a reasonable opportunity to review and comment on the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchasers and their counsel, each acting reasonably.

If the Vendors provide a Superior Proposal Notice to the Purchasers on a date that is less than ten (10) Business Days before the Meeting, the Corporation shall be permitted to, and upon request from the Purchasers, shall adjourn or postpone the Meeting to a date that is not more than fifteen (15) Business Days after the scheduled date of the Meeting, but in any event the Meeting shall not be adjourned or postponed to a date which could reasonably be expected to prevent the Effective Date from occurring on or prior to April 30, 2026.

Permitted Disclosure

Nothing contained in the Share and Asset Purchase Agreement shall prohibit the Board from (a) making disclosure to the shareholders of the Corporation as and to the extent required by applicable Law, including complying with section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under applicable Laws (including by responding to an Acquisition Proposal under a directors’ circular as required under applicable Laws), or (b) making any disclosure to the shareholders of the Corporation if, in the good faith judgement of the Board, after consultation with external legal counsel, the failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law; provided that the Vendors shall provide the Purchasers and their Representatives with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to section 6.5 of the Share and Asset Purchase Agreement and shall give reasonable consideration to such comments, and (ii) notwithstanding the foregoing, the Board shall not be permitted to make a Change in Recommendation. In addition, nothing contained in the Share and Asset Purchase Agreement shall prevent the Corporation or the Board from calling and holding a meeting of the shareholders of the Corporation requisitioned by the shareholders of the Corporation, or any of them, in accordance with the applicable laws or ordered to be held by a court in accordance with applicable Laws.

Indemnification

Indemnification in Favour of the Purchaser

Subject to section 9.4 of the Share and Asset Purchase Agreement, following the closing of the Transaction, the Vendors, on a joint and several basis, shall indemnify and hold harmless the Purchasers and their Affiliates and each of their respective directors, officers, employees, agents, successors and assigns (collectively, the “Purchasers Indemnified Persons”), from and against, and will pay for, any Damages suffered by, imposed upon or asserted against any Purchasers Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) breach of representations and warranties of the Vendors; (b) any failure of the Vendors to perform or fulfill any of their covenants under the Share and Asset Purchase Agreement; (c) any Pre-Closing Taxes of any member of the Purchased Group; and (d) the specified matters disclosed in schedule 9.2(1)(d) to the Share and Asset Purchase Agreement.

Indemnification in Favour of the Vendors

Subject to section 9.4 of the Share and Asset Purchase Agreement, following the closing of the Transaction, the Purchasers shall indemnify and hold harmless the Vendors and their respective Affiliates (collectively, the “Vendors Indemnified Persons”), from and against, and will pay for, any Damages suffered by, imposed upon or asserted against the Vendors Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) breach of representations and warranties of the Purchasers; and (b) any failure of the Purchasers to perform or fulfill any of their covenants under the Share and Asset Purchase Agreement.

Conditions Precedent

Mutual Conditions

The completion of the Transaction is subject to the following conditions being satisfied: (a) the approval of the TSXV; (b) the approval of the Transaction Resolution at the Meeting; and (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is in effect and has the effect of making the transactions contemplated by the Share and Asset Purchase Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.

Conditions for the Benefit of the Purchasers

The completion of the Transaction is subject to the following conditions being satisfied, which conditions are for the exclusive benefit of the Purchasers, and may be waived, in whole or in part, by the Purchasers in their sole discretion: (a) truth of Vendors’ representations and warranties; (b) performance of covenants by the Vendors; (c) receipt by the Purchasers from the Vendors of the closing deliveries set out in section 8.2(4) of the Share and Asset Purchase Agreement; (d) there shall be no action or proceeding pending or threatened by any Person that would reasonably be expected to prevent the closing of the Transaction; (e) there shall not have occurred any Material Adverse Effect, with respect to the Business; (f) the Purchasers, or their affiliates, shall have, on terms and conditions satisfactory to them, competed the TD Facility Refinancing; (g) Dissent Rights shall not have been exercised (or, if exercised, remain unwitdrawn) with respect to more than 5% of the issued and outstanding Common Shares; (h) all of the Required Consents shall have been obtained; and (i) all components of the Pre-Closing Reorganization shall have been completed by the Vendors.

Conditions for the Benefit of the Vendors

The completion of the Transaction is subject to the following conditions being satisfied, which conditions are for the exclusive benefit of the Vendors, and may be waived, in whole or in part, by the Vendors in their sole discretion: (a) truth of Purchasers’ representations and warranties; (b) performance of covenants by the Purchasers; and (c) receipt by the Purchasers from the Vendors of the closing deliveries set out in section 8.3(3) of the Share and Asset Purchase Agreement.

Termination

The Share and Asset Purchase Agreement may be terminated at any time prior to the closing of the Transaction (notwithstanding the approval of the Transaction by the shareholders of the Corporation):

(a) by mutual written agreement of the Purchasers and the Vendors;

(b) by either the Purchasers or the Vendors, if:

(i) the Transaction does not close by April 30, 2026

(ii) after the date of the Share and Asset Purchase Agreement, there shall be enacted or made any applicable Law or Governmental Order that remains in effect and that makes consummation of the Transaction illegal or otherwise prohibits or enjoins the Purchasers or the Vendors from consummating the Transaction; or

(iii) the Transaction Resolution is not approved by the shareholders of the Corporation at the Meeting;

(i) prior to the approval of the Transaction Resolution at the Meeting, a Change in Recommendation occurs;

(ii) the Vendors shall have breached article 6 [Additional Covenants Regarding Non-Solicitation] in any material respect;

(iii) a Material Adverse Effect has occurred that is incapable of being cured on or prior to April 30, 2026;

(iv) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Vendors set forth in the Share and Asset Purchase Agreement;

(v) if any Securities Authority deems that the Parent, as a result of the Transaction, will become a reporting issuer pursuant to applicable Securities Laws or the Parent will otherwise become subject to ongoing disclosure obligations under applicable Securities Laws (whether for a fixed or indefinite period of time); or

(vi) if a Purchasers Disclosure Request is made and the board of directors of the Parent determines not to satisfy such disclosure in accordance with section 4.2(d) of the Share and Asset Purchase Agreement;

(d) by the Vendors, if:

(i) prior to the approval of the Transaction Resolution at the Meeting, the Board authorizes the Vendors to enter into a definitive agreement (other than a confidentiality agreement permitted by and in accordance with section 6.3(a)(iv) of the Share and Asset Purchase Agreement) with respect to a Superior Proposal in accordance with section 6.4 of the Share and Asset Purchase Agreement; or

(ii) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchasers set forth in the Share and Asset Purchase Agreement.

The Share and Asset Purchase Agreement includes payment of a "termination fee" in the amount of (a) US$2,000,000 payable by the Corporation to the Purchasers in the event that, among other things, the Corporation receives a Superior Proposal; and (b) US$1,000,000 payable by the Corporation to the Purchasers in the event that, among other things, the Corporation does not receive shareholder approval for the Transaction.

Required Approvals

TSXV Approval

Acceptance by the TSXV will be required prior to the completion of the Transaction. The Corporation has filed an application regarding the Transaction with the TSXV.

Shareholder Approval

Shareholder Approval Required under the OBCA

The Transaction constitutes the sale of all or substantially all of the assets of the Corporation and, accordingly, under Section 184(3) of the OBCA, in order to be passed, the Share and Asset Sale Resolution must be approved by at least 66⅔% of the votes cast by the shareholders, voting together as a single class at the Meeting, either in person or by proxy.

Shareholder Approval Required under Securities Laws

The Corporation is also subject to the provisions of MI 61-101. MI 61-101 regulates insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among securityholders, generally by requiring enhanced disclosure, approval by a majority of securityholders, excluding interested parties or related parties and their respective joint actors, and in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors. Under MI 61-101, if any related party is entitled to receive a "collateral benefit" in connection with the Transaction together with the winding up of the Corporation (the "Wind-Up") (see "Particulars of Matters to be Acted Upon – Voluntary Winding Up of the Corporation"), when viewed together as a two-step transaction, then the Transaction and the Wind-Up may be considered a "business combination" and each of the Transaction and the Wind-Up will require "minority approval". If "minority approval" is required, MI 61-101 would require that, in addition to the approval of each of the Share and Asset Sale Resolution and the Wind-Up Resolution by at least 66⅔% of the votes cast by the shareholders present in person or represented by proxy at the Meeting, each of the Share and Asset Sale Resolution and the Wind-Up Resolution would also require the approval of a simple majority of the votes cast by the shareholders present in person or represented by proxy and entitled to vote, excluding votes cast in respect of Common Shares held by "related parties" who receive a "collateral benefit" (as such terms are defined in MI 61-101) as a consequence of the Transaction.

A "collateral benefit" (as defined in MI 61-101) includes any benefit that a "related party" of the Corporation (which includes, among others, the directors and senior officers of the Corporation or a subsidiary of the Corporation, as well as any securityholder having beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the voting securities of the Corporation) is entitled to receive, directly or indirectly, as a consequence of the Transaction, including, without limitation, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the Corporation or of another person, regardless of the existence of any offsetting costs to the related party or whether the benefit is provided, or agreed to, by the Corporation or the Purchasers.

However, MI 61-101 expressly excludes from the meaning of "collateral benefit" the following: (a) a payment or distribution per Common Share that is identical in amount and form to the entitlement of the general body of holders in Canada of Common Shares; (b) an enhancement of employee benefits resulting from participation by the related party in a group plan, other than an incentive plan, for employees of a successor to the business of the Corporation, if the benefits provided by the group plan are generally provided to employees of the successor to the business of the Corporation who hold positions of a similar nature to the position held by the related party; or (c) a benefit, not described in (b), that is received solely in connection with the related party's services as an employee, director or consultant of the Corporation, of an affiliated entity of the Corporation or of a successor to the business of the Corporation, if: (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Transaction; (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Transaction in any manner; (iii) full particulars of the benefit are disclosed in this Circular for the Transaction; and (iv) (A) at the time the Transaction was

agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than 1% of the outstanding Common Shares (the “1% Share Ownership Test”); or (B) if the Transaction is a business combination: (I) the related party discloses to an independent committee of the Corporation the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the Transaction, in exchange for the Common Shares beneficially owned by the related party; (II) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in clause (I); and (III) the independent committee’s determination is disclosed in the disclosure document for the Transaction (the “5% Value Test”).

David MacMillan, the President, Chief Executive Officer and a director of the Corporation

Mr. MacMillan, as a director and senior officer of the Corporation, is considered to be a “related party” of the Corporation for the purposes of MI 61-101. Mr. MacMillan represented to the Committee that he beneficially owned, or exercised control or direction over, 1,387,229 Common Shares, representing 0.66% of the outstanding number of Common Shares.

Under the terms of the employment agreement between the Corporation and David MacMillan, the President, Chief Executive Officer and a director of the Corporation, (the “MacMillan Agreement”), the Transaction constitutes a “change of control” of the Corporation. Pursuant to the terms of the MacMillan Agreement, upon a change of control of the Corporation, Mr. MacMillan is entitled to receive an amount equal to (a) the greater of (i) his base salary of $220,000; and (ii) double his base salary and bonus remuneration received for the previous 12 months; and (b) the amount of accrued but unpaid salary and bonus remuneration, if any, and any entitlement in respect of vacation as contemplated in the MacMillan Agreement (collectively the “MacMillan Payment”). Upon completion of the Transaction, Mr. MacMillan will receive from the Purchasers an amount equal to $270,000 as full consideration for the MacMillan Payment.

Accordingly, the Committee considered whether the payment of the MacMillan Payment constitutes a “collateral benefit” for purposes of MI 61-101 such that the Transaction and the Wind-Up would therefore constitute a “business combination” under MI 61-101 requiring “minority approval”.

The 1% Share Ownership Test

In applying the 1% Share Ownership Test, the Committee has determined that Mr. MacMillan falls within an exception to the definition of “collateral benefit” for the purposes of MI 61-101, as, at the time the Share and Asset Purchase Agreement was entered into, Mr. MacMillan represented to the Committee that he beneficially owned, or exercised control or direction over, 1,387,229 Common Shares, representing 0.66% of the outstanding number of Common Shares, being less than 1% of the outstanding Common Shares, as calculated in accordance with MI 61-101.

The 5% Value Test

Mr. MacMillan represented to the Committee that at the time the Share and Asset Purchase Agreement was entered into, Mr. MacMillan owned, or exercised control or direction over, 1,387,229 Common Shares. As the Shareholder Payment per Common Share is approximately $0.0067, the value of the consideration to be received by Mr. MacMillan for the Common Shares held by him is approximately $9,294.43. The MacMillan Payment upon completion of the Transaction will be in the amount of $270,000.

In applying the 5% Value Test, the Committee has determined that the MacMillan Payment does not fall within the 5% Value Test exception to the definition of “collateral benefit” for the purposes of MI 61-101 as the MacMillan Payment will represent more than 5% of the value of the consideration to be received by Mr. MacMillan for the Common Shares held by him. As a result, the Committee determined that the MacMillan Payment would constitute a “collateral benefit” in connection with the Transaction for purposes of MI 61-101 such that the Transaction would therefore constitute a “business combination” under MI 61-101 requiring “minority approval”.

Notwithstanding that the Common Shares held by Mr. MacMillan are not required to be excluded for the purpose of minority approval, on the basis that Mr. MacMillan falls within the 1% Share Ownership Test, due to the fact that Mr. MacMillan does not satisfy the 5% Value Test, the Board has determined that it is in the interests of shareholders to exclude Mr. MacMillan’s Common Shares for the purpose of approving the Share and Asset Sale Resolution and the Wind-Up Resolution.

Accordingly, the Corporation will treat all votes cast at the Meeting for the Share and Asset Sale Resolution and the Wind-Up Resolution in respect of Common Shares held, directly or indirectly, by Mr. MacMillan as excluded votes for the purposes of obtaining “minority approval” for the Share and Asset Sale Resolution and the Wind-Up Resolution.

Greg Patterson, a director of A&L

Mr. Patterson, as a director of A&L, a subsidiary of the Corporation, is considered to be a “related party” of the Corporation for the purposes of MI 61-101. Mr. Patterson represented to the Board that he beneficially owned, or exercised control or direction over, 13,688,182 Common Shares, representing 6.4% of the outstanding number of Common Shares.

Mr. Patterson is also one of the Minority Share Vendors holding an approximately 21.5% interest in A&L and will receive $1,373,820 of Rock River Equity, $1,831,760 principal amount Seller Notes and a $1,308,400 cash payment upon closing of the Transaction for his interest in A&L (the “Patterson Minority Vendor Payment”).

In addition, Mr. Patterson is a secured creditor of the Corporation under a promissory note with a maturity date of February 14, 2027 (the “Patterson Promissory Note”) in the principal amount of $4,284,299 (the “Patterson Loan Amount”) owed to Mr. Patterson by the Corporation. As a secured creditor, Mr. Patterson has the ability to enforce the security granted by the Corporation to Mr. Patterson ahead of all unsecured creditors and to receive repayment of the Patterson Loan Amount ahead of any shareholder. The Transaction constitutes an event of default under the Patterson Promissory Note and, pursuant to the Patterson Promissory Note, the Patterson Loan Amount becomes due immediately upon closing of the Transaction. If the Board determines to proceed with the Transaction, Mr. Patterson would receive the same consideration per Common Share as all other shareholders, being approximately $0.0067 per Common Share with the value of the consideration to be received by Mr. Patterson for the 13,688,182 Common Shares held by him being approximately $8,766. In addition, the Patterson Loan Amount will be paid in full upon closing of the Transaction. As a result, the Board determined that the Patterson Minority Vendor Payment and the payment of the Patterson Loan Amount payable to Mr. Patterson upon closing of the Transaction may constitute a “collateral benefit” in connection with the Transaction for purposes of MI 61-101 such that the Transaction would therefore constitute a “business combination” under MI 61-101 requiring “minority approval”.

Jian Song, a director of A&L

Mr. Song, as a director of A&L, a subsidiary of the Corporation, is considered to be a “related party” of the Corporation for the purposes of MI 61-101. Mr. Song represented to the Board that he beneficially owned, or exercised control or direction over, no Common Shares.

Mr. Song is also one of the Minority Share Vendors holding an approximately 11.1% interest in A&L and will receive $707,070 of Rock River Equity, $942,760 principal amount Seller Notes and a $673,400 cash payment upon closing of the Transaction for his interest in A&L (the “Song Minority Vendor Payment”).

In addition, Mr. Song is a secured creditor of the Corporation under a promissory note with a maturity date of February 14, 2027 (the “Song Promissory Note”) in the principal amount of $736,592 (the “Song Loan Amount”) owed to Mr. Song by the Corporation. As a secured creditor, Mr. Song has the ability to enforce the security granted by the Corporation to Mr. Song ahead of all unsecured creditors and to receive repayment of the Song Loan Amount ahead of any shareholder. The Transaction constitutes an event of default under the Song Promissory Note and, pursuant to the Song Promissory Note, the Song Loan Amount becomes due immediately upon closing of the Transaction. If the Board determines to proceed with the Transaction, Mr. Song would not receive any consideration with respect to Common Shares as he does not hold any. In addition, the Song Loan Amount will be paid in full upon closing of the

Transaction. As a result, the Committee determined that the Song Minority Vendor Payment and the payment of the Song Loan Amount payable to Mr. Song upon closing of the Transaction may constitute a “collateral benefit” in connection with the Transaction for purposes of MI 61-101 such that the Transaction would therefore constitute a “business combination” under MI 61-101 requiring “minority approval”.

Shareholder Approval for the Share and Asset Sale Resolution and the Wind-Up Resolution

As a result of the foregoing and the provisions of MI 61-101, each of the Share and Asset Sale Resolution and the Wind-Up Resolution must be approved by: (i) at least 66% of the votes cast by the shareholders, voting together as a single class at the Meeting, either in person or by proxy; and (ii) a majority of the votes cast by shareholders, after excluding the Common Shares beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining “minority approval” pursuant to MI 61-101, which excludes votes cast by Mr. MacMillan and Mr. Patterson.

For purposes of the minority approval requirements of MI 61-101, all of the 15,075,411 Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by David MacMillan, the President, Chief Executive Officer and a director of the Corporation, Greg Patterson and Jian Song, directors of A&L, or their related parties or joint actors, representing, as of the Record Date, approximately 7.06% of the issued and outstanding Common Shares, on an undiluted basis, will be excluded in determining whether minority approval for each of the Share and Asset Sale Resolution and the Wind-Up Resolution is obtained, as set out below:

Shareholder	Common Shares	Percentage
David MacMillan	1,387,229	0.66%
Greg Patterson	13,688,182	6.4%
Jian Song	nil	n/a
Total	15,075,411	7.06%

Formal Valuation

The Corporation is not required to obtain a formal valuation under MI 61-101, on the basis of reliance on the exemption set out in Section 4.4(1)(a) of MI 61-101, as no securities of the Corporation are listed or quoted on a specified market under MI 61-101.

Disclosure of Prior Valuations

To the knowledge of the Corporation and its directors and senior officers, after reasonable inquiry, there have been no prior valuations in respect of the Corporation (as contemplated in MI 61-101) in the 24 months prior to the date of the Share and Asset Purchase Agreement.

Bona Fide Offer

Except as described in this Circular under the heading “The Transaction – Background”, the Corporation has not received any bona fide prior offer that relates to the subject matter of or is otherwise relevant to the Transaction or the Wind-Up during the 24 months prior to the date of the Share and Asset Purchase Agreement.

Support Agreement

Shareholders of the Corporation who own, collectively, 110,991,342 Common Shares representing approximately 52% of the issued and outstanding Common Shares, (collectively the “Supporting Shareholders”) have entered into support and voting agreements (collectively the “Voting Support Agreements”) with the Purchasers, whereby they have agreed to vote all Common Shares held by the Supporting Shareholders in favour of each of the resolutions described herein at the Meeting, including the Share and Asset Sale Resolution, the Name Change Resolution, the Delisting Resolution, the Reporting Issuer Resolution and the Winding Up Resolution.

The Voting Support Agreements will automatically terminate on the earlier of: (i) the completion of the Transaction; and (ii) the date of the termination of the Share and Asset Purchase Agreement in accordance with its terms. The Voting Support Agreements may also be terminated at any time:

by mutual written consent of the Purchasers and the applicable Supporting Shareholder;
by the Purchasers if: (i) any representation or warranty of the applicable Supporting Shareholder set forth in the applicable Voting Support Agreement is not true and correct in any material respect; or (ii) the applicable Supporting Shareholder has failed to comply in any material respect with any of its covenants contained in the applicable Voting Support Agreement; or
by the applicable Supporting Shareholder if: (i) any representation or warranty of any of the Purchasers set forth in the applicable Voting Support Agreement is not true and correct in any material respect; or (ii) if any of the Purchasers have failed to comply in any material respect with any of their respective covenants contained in the applicable Voting Support Agreement.

All summaries of and references to the Voting Support Agreements, including the summary set out above, are qualified in their entirety by the complete text of the Voting Support Agreements. A copy of each of the Voting Support Agreements has been filed and is available for review on SEDAR+, which can be accessed at www.sedarplus.ca.

Structure of the Corporation Immediately After Completion of the Transaction

Completion of the Transaction represents the sale of substantially all of the assets of the Corporation. Subsequent to closing, the Corporation’s only assets will be the balance of the consideration received in connection with the Transaction, to be held for the benefit of shareholders, de minimis cash, office furniture, computers and peripheral equipment.

The Board intends to continue to review its strategic options and, if shareholder approval is obtained at the Meeting and the directors determine it to be in the best interest of the Corporation, may proceed with the winding up of the Corporation. See “Voluntary Winding Up of the Corporation”.

If the Transaction is not completed, the Corporation will continue to take steps to maximize the realizable value of the Corporation’s assets.

Recommendations of the Board

After careful consideration of a number of factors, including the factors set out herein, the Board has determined that the Transaction is fair and in the best interests of the Corporation and the stakeholders, and recommends that shareholders vote FOR the Share and Asset Sale Resolution.

Unless a shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Share and Asset Sale Resolution, the persons named in the accompanying proxy will vote FOR the Share and Asset Sale Resolution.

Shareholders should consider the Transaction carefully and come to their own conclusions as to whether to vote in favour of the Share and Asset Sale Resolution. Shareholders who are in doubt as to how to respond should consult with their own financial, legal or other professional advisors.

Dissent Rights

If you are a Registered Shareholder, you are entitled to dissent from the Share and Asset Sale Resolution in the manner provided in section 185 of the OBCA.

The following is only a summary of the entitlement to dissent from the provisions of the OBCA. A copy of section 185 of the OBCA is attached as schedule A to this Circular. It is recommended that any shareholder wishing to exercise

its dissent rights seek legal advice as the failure to comply strictly with the provisions of the OBCA may result in the loss or unavailability of the dissent rights.

A dissenting shareholder will be entitled, in the event the Transaction becomes effective, to be paid by the Corporation the fair value of the Common Shares held by such dissenting shareholder determined as at the close of business on the day before the Share and Asset Sale Resolution is adopted.

A shareholder may only exercise the dissent right in respect of the Common Shares registered in that shareholder's name. In addition, a shareholder may only exercise the dissent right with respect to all Common Shares held by that shareholder on behalf of any one beneficial owner. In many cases, the Common Shares beneficially owned by a shareholder are registered either:

in the name of an Intermediary that the shareholder deals with in respect of the Common Shares (such as, among others, a bank, trust company, securities dealer or broker, or the trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan); or
in the name of a Clearing Agency (such as CDS) of which an Intermediary is a participant. Accordingly, a shareholder will not be entitled to exercise the dissent right directly (unless the Common Shares are re-registered in the name of the shareholder). A Non-Registered Shareholder who wishes to exercise the dissent right should immediately contact the Intermediary with whom the shareholder deals in respect of his, her or its Common Shares and either: (a) instruct the Intermediary to exercise the dissent right on the behalf of the shareholder (which, if the shares are registered in the name of CDS or other Clearing Agency, would require that the Common Shares first be re-registered in the name of the Intermediary); or (b) instruct the Intermediary to request that the Common Shares be registered in the name of the shareholder, in which case such shareholder would have to exercise the dissent right directly (that is, the Intermediary would not be exercising the dissent right on such shareholder's behalf).

A Registered Shareholder who wishes to exercise the dissent right in respect of the Share and Asset Sale Resolution must provide a written objection to the Share and Asset Sale Resolution (a "Dissent Notice") to the Corporation, Attention: David MacMillan, President and Chief Executive Officer.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting; however, a Registered Shareholder who has submitted a Dissent Notice and who votes in favour of the Share and Asset Sale Resolution will no longer be considered a dissenting shareholder with respect to the Common Shares voted in favour of the Share and Asset Sale Resolution. A vote against the Share and Asset Sale Resolution or an abstention will not constitute a Dissent Notice, but a Registered Shareholder need not vote his, her or its Common Shares against the Share and Asset Sale Resolution in order to dissent.

Similarly, the revocation of a proxy conferring authority on the proxy holder to vote in favour of the Share and Asset Sale Resolution does not constitute a Dissent Notice; however, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxy holder to vote against the Share and Asset Sale Resolution, should be validly revoked in order to prevent the proxy holder from voting such Common Shares in favour of the Share and Asset Sale Resolution and thereby causing the Registered Shareholder to forfeit such shareholder's right to dissent.

The Corporation is required, within ten days after the adoption of the Share and Asset Sale Resolution, to notify each dissenting shareholder that the Share and Asset Sale Resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the Share and Asset Sale Resolution or who has withdrawn such shareholder's Dissent Notice.

A shareholder who wishes to exercise the Dissent Right must, within 20 days after receipt of notice that the Share and Asset Sale Resolution has been adopted or, if such shareholder does not receive such notice, within 20 days after the shareholder learns that the Share and Asset Sale Resolution has been adopted, send to the Corporation a written notice (a "Demand for Payment") containing the shareholder's name and address, the number of Common Shares in respect of which the shareholder dissented, and a demand for payment of the fair value of such Common Shares. Within 30

days after a Demand for Payment, the shareholder must send to the Corporation, Attention: David MacMillan, President and Chief Executive Officer, the share certificates representing the Common Shares in respect of which the shareholder has dissented. A shareholder who fails to send a Demand for Payment or fails to send the share certificates representing the Common Shares in respect of which the shareholder has dissented forfeits such shareholder’s Dissent Right. The Corporation or its transfer agent and registrar will endorse on share certificates received from a shareholder exercising a Dissent Right a notice that the shareholder is a dissenting shareholder and will forthwith return the share certificates to the dissenting shareholder.

Upon filing a Dissent Notice that is not withdrawn prior to the termination of the Meeting and the Transaction becomes effective, a dissenting shareholder will cease to have any rights as a shareholder, other than the right to be paid the fair value of his, her or its shares, unless:

the dissenting shareholder withdraws the Demand for Payment before the Corporation makes a written offer to pay (the “Offer to Pay”);
the Corporation fails to make a timely Offer to Pay to the dissenting shareholder and the dissenting shareholder withdraws its Demand for Payment; or
the Board revokes the Share and Asset Sale Resolution,

in all of which cases the dissenting shareholder’s rights as a shareholder will be reinstated and, in the first two cases, such Common Shares of the dissenting shareholder will be subject to the Transaction.

The Corporation is required, not later than seven days after the later of the effective date of the Share and Asset Sale Resolution (the “Resolution Date”) or the date on which the Corporation received the Demand for Payment of a dissenting shareholder, to send to each dissenting shareholder who has sent a Demand for Payment to it a written Offer to Pay for his, her or its Common Shares in an amount considered by the Board to be the fair value of the Common Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay must be on the same terms. The amount specified in the Offer to Pay which has been accepted by a dissenting shareholder will be paid by the Corporation within ten days after the acceptance by the dissenting shareholder of the Offer to Pay, but any such Offer to Pay lapses if the Corporation does not receive an acceptance thereof within 30 days after the Offer to Pay has been made.

If the Corporation fails to make an Offer to Pay or if a dissenting shareholder fails to accept an offer that has been made, the Corporation may, within 50 days after the date of the Share and Asset Sale Resolution or within such further period as the Court may allow, apply to the Court to fix a fair value for the Common Shares of dissenting shareholders. If the Corporation fails to apply to the Court, a dissenting shareholder may apply to the Court for the same purpose within a further period of 20 days or within such further period as the Court may allow. A dissenting shareholder is not required to give security for costs in such an application.

Upon an application to the Court, all dissenting shareholders whose Common Shares have not been paid for by the Corporation will be joined as parties and bound by the decision of the Court, and the Corporation will be required to notify each affected dissenting shareholder of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel. Upon any such application to the Court, the Court may determine whether any person is a dissenting shareholder who should be joined as a party, and the Court will then fix a fair value for the Common Shares of all dissenting shareholders. The final order of a Court will be rendered against the Corporation in favour of each dissenting shareholder and for the amount of the fair value of such dissenting shareholder’s Common Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date of the Share and Asset Sale Resolution until the date of payment.

2. NAME CHANGE

Under the terms of the Share and Asset Purchase Agreement, if the Transaction is completed, the Corporation has agreed that following the closing of the Transaction, the Corporation will take all necessary steps to cause all filings

to be made to change its name to a name not including “Deveron” or “Woods End” or any similar name. Accordingly, at the Meeting, shareholders will be asked to consider a special resolution authorizing the Board to have the discretion, if it deems appropriate, to amend the articles of incorporation of the Corporation to change its name to “Finis Holdings Inc.” or such other name as the Board, in its sole discretion, may determine and as may be acceptable to the Director appointed under the OBCA (the “Name Change Resolution”). If the Transaction is not completed, the Board does not intend to proceed with changing the name of the Corporation, regardless of whether the Name Change Resolution is approved by shareholders.

The full text of the special resolution is as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the articles of incorporation of the Corporation be amended 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) (the “Name Change”);
notwithstanding that this resolution has been duly passed by the shareholders of the Corporation, the directors of the Corporation be, and they are hereby authorized and empowered to revoke this resolution at any time prior to the issue of a certificate of amendment giving effect to the Name Change and to determine not to proceed with the amendment of the articles of amendment of the Corporation without further approval of the shareholders of the Corporation; and
any director or officer of the Corporation be and he or she is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver all such documents and to do all such other acts or things as he or she may determine to be necessary or advisable to give effect to this resolution, including, without limitation, the execution and delivery of the articles of amendment in the prescribed form to the Director appointed under the Business Corporations Act (Ontario), the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.”

To be passed, the Name Change Resolution must be approved by at least 66⅔% of the votes cast by the shareholders of the Corporation, voting together as a single class at the Meeting, either in person or by proxy.

Background

The Board has deemed it necessary and wishes to change the name of the Corporation in order to comply with the terms of the Share and Asset Purchase Agreement.

Recommendations of the Board

After careful consideration, the Board recommends that shareholders vote in favour of the Name Change Resolution.

Unless a shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Name Change Resolution, the persons named in the accompanying proxy will vote FOR the Name Change Resolution.

Shareholders should consider the Name Change Resolution carefully and come to their own conclusions as to whether to vote in favour of the Name Change Resolution. Shareholders who are in doubt as to how to respond should consult with their own financial, legal or other professional advisors.

3. TSXV DELISTING

At the Meeting, shareholders will be asked to consider an ordinary resolution authorizing the Board to have the discretion to, if it deems appropriate, apply to delist the Common Shares from the TSXV (the "Delisting Resolution"). If the Transaction is not completed, the Board does not intend to proceed with delisting, regardless of whether the Delisting Resolution is approved by shareholders.

The full text of the resolution is as follows:

"RESOLVED THAT:

the directors of the Corporation, in their discretion, are authorized to make an application to the TSX Venture Exchange to delist the common shares of the Corporation;
any director or officer of the Corporation be, and such director or officer of the Corporation hereby is, authorized, instructed and empowered, acting for, in the name of and on behalf of the Corporation, to do or to cause to be done all such acts and things in opinion of such director or officer of the Corporation as may be necessary or desirable in order to fulfill the intent of this resolution; and
the directors of the Corporation are hereby authorized to revoke this resolution and any or all of the actions herein described without further notice to, or approval of, the shareholders."

Pursuant to Section 4.3 of Policy 2.9 (TSXV Corporate Finance Policies), to be passed, the Delisting Resolution must be approved by: (i) at least a majority of the votes cast by the shareholders either in person or by proxy; and (ii) at least a majority of the votes cast by the minority of the shareholders (excluding promoters, officers, directors and insiders of the Corporation and their associates and affiliates) either in person or by proxy.

As of the Record Date, the Common Shares to be excluded for purposes of the minority approval for the Delisting Resolution are set out below:

Shareholder	Common Shares	Percentage
David MacMillan	1,387,229	0.66%
Greg Patterson	13,688,182	6.4%
Chris Irwin(1)	5,503,026	2.58%
Total	20,578,437	9.64%

Note:
(1) 40,150 Common Shares are held by Mr. Irwin directly, 5,413,143 Common Shares are held by Irwin Professional Corporation and 49,733 Common Shares are held by 2673954 Ontario Inc., corporations owned and controlled by Mr. Irwin.

Background

The regulatory environment governing the Corporation with respect to its quarterly financial reporting, quarterly management discussion and analysis obligations and reporting requirements imposes significant time requirements and costs on the Corporation. The Corporation's cash flow and stage of operations makes these time requirements and costs significant. In addition, the Common Shares have been halted from trading on the TSXV since November 1, 2024 and, following the completion of the Transaction, certain elements of the TSXV's continuous listing requirements may no longer be satisfied. Accordingly, the Corporation does not anticipate applying to the TSXV to resume trading as it will not be able to meet the continued listing requirements of the TSXV and it anticipates that it will take steps to make an application for listing on the NEX board, as separate board of the TSXV. There is, however, no assurance that the Corporation will transfer to the NEX board upon the completion of the Transaction.

As a result, it is proposed that the Board be provided with the discretion, if it deems it appropriate, to apply to delist the Common Shares from the TSXV.

Recommendations of the Board

After careful consideration, the Board recommends that shareholders vote in favour of the Delisting Resolution.

Unless a shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Delisting Resolution, the persons named in the accompanying proxy will vote FOR the Delisting Resolution.

Shareholders should consider the Delisting Resolution carefully and come to their own conclusions as to whether to vote in favour of the Delisting Resolution. Shareholders who are in doubt as to how to respond should consult with their own financial, legal or other professional advisors.

4. REPORTING ISSUER STATUS

The full text of the resolution is as follows:

"RESOLVED THAT:

the directors of the Corporation, in their discretion, are hereby authorized to make an application to the Ontario Securities Commission or other relevant regulatory authorities to be deemed to have ceased to be a reporting issuer;
any director or officer of the Corporation be, and such director or officer of the Corporation hereby is, authorized, instructed and empowered, acting for, in the name of and on behalf of the Corporation, to do or to cause to be done all such acts and things in opinion of such director or officer of the Corporation as may be necessary or desirable in order to fulfill the intent of this resolution; and
the directors of the Corporation are hereby authorized to revoke this resolution and any or all of the actions herein described without further notice to, or approval of, the shareholders."

To be passed, the Reporting Issuer Resolution must be approved by at least a majority of the votes cast by the shareholders either in person or by proxy.

Background

As noted above, the regulatory environment governing the Corporation with respect to its quarterly financial reporting, quarterly management discussion and analysis obligations and reporting requirements imposes significant time requirements and costs on the Corporation. The Corporation’s cash flow and stage of operations makes these time requirements and costs significant. As a result, the Board would like to have the discretion, if it deems it appropriate, to apply to the Ontario Securities Commission or other relevant regulatory authorities to have the Corporation be deemed to have ceased to be a reporting issuer.

If the Ontario Securities Commission issues an order deeming the Corporation to have ceased to be a reporting issuer, no future sale of the Corporation’s securities could take place without accessing exemptions from the resale restrictions contained in the Securities Act (Ontario) and other applicable securities legislation. If the Corporation obtains an order from the Ontario Securities Commission deeming the Corporation to have ceased to be a reporting issuer and the Common Shares are delisted from the TSXV in connection with the Delisting Resolution or otherwise, the Corporation would change from a reporting issuer (with extensive continuous disclosure, a market for the purchase and sale of its

securities and other regulatory obligations), into a non-reporting issuer (with limited disclosure obligations, restrictions on the transfer of the Common Shares and no public market for the purchase and sale of its securities).

Recommendations of the Board

After careful consideration, the Board recommends that shareholders vote in favour of the Reporting Issuer Resolution.

Unless a shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Reporting Issuer Resolution, the persons named in the accompanying proxy will vote FOR the Reporting Issuer Resolution.

Shareholders should consider the Reporting Issuer Resolution carefully and come to their own conclusions as to whether to vote in favour of the Reporting Issuer Resolution. Shareholders who are in doubt as to how to respond should consult with their own financial, legal or other professional advisors.

5. VOLUNTARY WINDING UP OF THE CORPORATION

If the Transaction is completed, the Corporation will no longer have significant operations and the assets of the Corporation will consist primarily of the balance of the consideration received in connection with the Transaction, to be held for the benefit of shareholders, being comprised of a Corporation Seller Note in the amount of approximately US$3,370,000 (the "Remaining Seller Note") and Corporation Rock River Equity in the amount of approximately US$1,180,000, (the "Remaining Rock River Equity") de minimis cash, office furniture, computers and peripheral equipment. At the Meeting, shareholders will be asked to consider a special resolution (the "Winding Up Resolution") providing the Board with the discretion to commence the voluntary winding up of the Corporation pursuant to section 193 of the OBCA. The winding up of the Corporation would become effective and commence at a time to be determined by the Board (the "Effective Date"). The Board intends to continue to assess the Corporation's strategic alternatives and, notwithstanding shareholder approval of the Winding Up Resolution, retain the discretion to not proceed with the winding up of the Corporation if they determine that winding up the Corporation is no longer in the best interests of the Corporation. If the Transaction is not completed, the Board does not intend to proceed with winding up the Corporation, regardless of whether the Reporting Issuer Resolution and the Delisting Resolution are approved by shareholders. The full text of the resolution is as follows:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

the directors of the Corporation are hereby authorized to act as liquidator of the estate and effects of the Corporation and to voluntarily wind up the Corporation pursuant to section 193 of the Business Corporations Act (Ontario), which winding up shall become effective and commence at a time to be determined by the directors of the Corporation (the "Effective Date");
the specific terms and actions taken in the implementation of the plan of winding up and dissolution of the Corporation shall be determined in the sole discretion of the board of directors of the Corporation, and the board shall have the full authority and authorization to take whatever steps it deems proper and advisable in furtherance thereof, including appointing an accounting firm or professional restructuring and advisory firm to act as liquidator, provided that the provisions of the Business Corporations Act (Ontario) are observed in conjunction therewith;
any officer or director of the Corporation be and is hereby authorized, on behalf of and in the name of the Corporation, to take all necessary steps and proceedings, and to execute and deliver and file any and all declarations, agreements, documents and other instruments and to do all such other acts and things (whether under corporate seal of the Corporation or otherwise) that may be necessary or desirable to give effect to the provisions of this resolutions; and
at any time before the Effective Date, the board of directors may decide not to commence the winding up if it determines, in its discretion, that the winding up is no longer in the best interests of the Corporation and its stakeholders."

Pursuant to Section 193 of the OBCA, to be passed, the Winding Up Resolution must be approved by at least 66⅔% of the votes cast by the shareholders of the Corporation, voting together as a single class at the Meeting, either in person or by proxy. In addition, the Winding Up Resolution must be approved by a majority of the votes cast by shareholders after excluding the Common Shares beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining “minority approval” pursuant to MI 61-101. See section “Particulars of Matters to be Acted Upon – Disposition of all or Substantially all of the Assets of the Corporation – Required Approvals – Shareholder Approval for the Share and Asset Sale Resolution and the Wind-Up Resolution” in this Circular.

Background

If the Transaction is completed, the Corporation expects to have de minimus assets remaining, other than the balance of consideration received in connection with the Transaction, which will be held for the benefit of the shareholders. As such, the Board would like to obtain shareholder approval to provide the Board with the discretion to commence winding up procedures following completion of the Transaction, if the Board determines this is the best strategic option available to the Corporation. The Corporation intends to continue to assess its strategic options in an effort to maximize stakeholder value.

Winding Up Procedure

Should the Board determine that it is in the best interests of stakeholders to proceed with the winding up of the Corporation, it will then commence the winding up of the Corporation upon the Effective Date. Pursuant to the Winding Up Resolution, the Board would be appointed as the initial liquidator of the estate and effects of the Corporation for the purpose of winding up the Corporation’s business and affairs and distributing its property until such time as the Board, in its discretion, may appoint an accounting firm or professional restructuring and advisory firm (a “Liquidator”) to complete the winding up. The Board will retain the ability to discontinue or suspend the winding up at any time prior to the Effective Date if it determines the winding up is no longer in the best interests of the Corporation.

The implementation of the Winding Up Resolution would have a number of consequences, including the following:

the Board would be appointed as the initial liquidator of the estate and effects of the Corporation for the purpose of winding up the Corporation’s business and affairs and distributing its assets;
the Corporation would cease to carry on its undertaking, except insofar as may be required or beneficial for the winding up in the discretion of the Board or the Liquidator, as applicable; and
at a time to be determined by the Board, in its sole discretion, the Liquidator may be appointed the liquidator of the estate and effects of the Corporation for the purpose of winding up with Corporation’s business and affairs and distributing any remaining assets after satisfying outstanding claims.

Following the Effective Date, the Board, in its capacity as liquidator, and any Liquidator appointed by the Board, would have control of the estate and effects of the Corporation for purposes of the winding up. The Corporation itself would cease to carry on its business and any other undertaking, except as may be required or beneficial for the winding up. The powers and authorities of the Board (in its capacity as liquidator) and the Liquidator are derived from the OBCA. After appointment of the Liquidator, if applicable, the inspectors (as may be appointed pursuant to the OBCA) would effectively oversee and supervise the Liquidator’s conduct of the winding up.

If the Winding Up Resolution is approved at the Meeting and the Board determines that it is in the best interest of the Corporation to proceed with the winding up of the Corporation, the following steps will be completed at such times as the Board or the Liquidator, as applicable, deems advisable:

the setting by the Board of a record date for the shareholders entitled to receive the distribution of the remaining cash of the Corporation, if any;

notice of the intended winding up of the Corporation will be filed with the Director under the OBCA within 10 days after the Effective Date (the “Winding Up Notice”);
the Winding Up Notice will be published in The Ontario Gazette within 10 days after filing of the Winding Up Notice with the Director;
the sale of any of the Corporation’s remaining non-cash property and assets;
the appointment of the Liquidator (if applicable);
the payment of or the making of reasonable provision for the payment of all claims and obligations known to the Corporation, and the making of reserves as will be reasonably likely to be sufficient to provide compensation for any claim against the Corporation which is the subject of a pending action, suit or proceeding to which the Corporation is a party, including, without limitation, the establishment and setting aside of a reasonable amount of cash and/or property to satisfy such claims against and obligations of the Corporation;
the final distribution to shareholders of the remaining cash of the Corporation, if any; and
the dissolution of the Corporation.

Distribution of Assets

Upon completion of the Transaction, the Corporation’s main assets will be the balance of the consideration received in connection with the Transaction, to be held for the benefit of shareholders, being the Remaining Seller Note and the Remaining Rock River Equity. The Remaining Seller Note will mature on or about December, 2029 and the Remaining Rock River Equity is subject to resale restrictions and may be subject to an unlimited hold period. As a result, the Corporation may not be able to realize upon these assets for a significant amount of time. If the Board determines that it is in the best interest of the Corporation to proceed with the winding up of the Corporation, then the Board, in its role as liquidator, intends to liquidate all remaining non-cash assets as soon as reasonably practicable, while obtaining the highest value available. In the event that the Board determines to wind up the Corporation prior to realizing on the assets, the assets will be transferred to a holding corporation and each shareholder will receive shares of the holding corporation representing their pro rata interest in the holding corporation. Upon the realization of the assets, the proceeds will be distributed to the shareholders on a pro rata basis.

Recommendations of the Board

After careful consideration, the Board recommends that shareholders vote in favour of the Winding Up Resolution.

Unless a shareholder has specifically instructed in the enclosed form of proxy that the Common Shares represented by such proxy are to be voted against the Winding Up Resolution, the persons named in the accompanying proxy will vote FOR the Winding Up Resolution.

Shareholders should consider the winding up carefully and come to their own conclusions as to whether to vote in favour of the Winding Up Resolution. Shareholders who are in doubt as to how to respond should consult with their own financial, legal or other professional advisors.

RISK FACTORS

The following risk factors should be considered by shareholders in evaluating whether to approve the resolutions herein. These risk factors should be considered in conjunction with the other information contained in this Circular.

Level of shareholder approval required

To be effective, the Share and Asset Sale Resolution must be approved by: (i) at least 66⅔% of the votes cast by the shareholders of the Corporation, voting together as a single class at the Meeting, either in person or by proxy; and (ii) a majority of the votes cast by shareholders, after excluding the Common Shares beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining “minority approval” pursuant to MI 61-101. See “Particulars of Matters to be Acted Upon – Disposition of All or Substantially All of the Assets of the Corporation – Required Approvals”.

There can be no certainty, nor can the Corporation provide any assurance, that the requisite shareholder approvals of the Share and Asset Sale Resolution will be obtained. There is no assurance that there will not be dissenting shareholders. If the Transaction is not completed, the Corporation will continue to face the significant risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the section entitled “Risk Factors” in the Corporation’s Interim Management’s Discussion and Analysis for the three and nine months ended March 31, 2025, which can be found on the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

There can be no certainty that all conditions precedent to the Transaction will be satisfied

The completion of the Transaction is subject to a number of conditions precedent, certain of which are outside the control of the Corporation, including the receipt of shareholder and TSXV approval. There can be no certainty, nor can the Corporation provide any assurance, that all conditions precedent will be satisfied or waived, nor can there be any certainty or assurance as to the timing of their satisfaction or waiver. If the conditions to the Transaction are not satisfied or waived and the Transaction is not completed, the market price of the Common Shares may be adversely affected. If the Transaction is not completed and the Board seeks an alternative transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent price as the consideration to be paid under the terms of the Transaction.

The Share and Asset Purchase Agreement may be terminated in certain circumstances

Each of the parties to the Share and Asset Purchase Agreement has the right to terminate the Share and Asset Purchase Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Corporation provide any assurance, that the Share and Asset Purchase Agreement will not be terminated before completion of the Transaction.

Failure to complete the Transaction could negatively impact the Corporation’s ability to monetize its assets

There are a number of material risks that the Corporation is subject to should the Transaction not be completed, including: (i) certain costs relating to the Transaction (such as legal, accounting and tax) will be payable by the Corporation, even if the Transaction is not completed; and (ii) the Corporation may be unable to secure an alternative buyer for its assets at a similar price, or at any price. Any delay or deferral of the Transaction could further jeopardize the value of the Corporation’s assets and, if applicable, its ability to execute an orderly wind down.

Ability of the Corporation to continue as a going concern

Should the Transaction not be approved, the Corporation’s ability to continue to operate as a going concern will be irreparably compromised and the Board believes that the Corporation would be forced to seek creditor protection.

Delisting and ceasing to be a reporting issuer is subject to certain approvals

There can be no certainty that the Corporation will be able to obtain approval from all relevant parties in order to delist and cease to be a reporting issuer. In addition, there can be no certainty as to the timing of such approvals. Until the Corporation obtains all approvals to delist and cease to be a reporting issuer, it will be required to continue to comply with all applicable TSXV requirements and securities laws.

Stock exchange listing and status as a reporting issuer

There can be no assurance that the Common Shares will be listed on the NEX board following delisting from the TSXV and that, if the Common Shares become listed on the NEX board the Corporation will be able to continue to satisfy the listing requirements of the NEX, or listing requirements of any alternate exchange in Canada following the Transaction. In the event the securities of the Corporation are not listed on the NEX board or an alternative exchange, the securities of the Corporation will be suspended from trading and/or delisted altogether. There will be no public market through which the Common Shares may be sold and traded, and shareholders may not be able to dispose of their Common Shares. This can be expected to affect the liquidity of the Common Shares, the pricing of the Common Shares and the transparency and availability of trading prices.

Discontinuance of Winding Up

Notwithstanding shareholder approval of the Winding Up Resolution, at any time prior to the Effective Date, the Board will retain the discretion to not proceed with the winding up if it determines that continuing with the winding up is no longer in the best interests of the Corporation and its stakeholders.

Liability of Shareholders Upon Distribution of Proceeds

Should the Corporation proceed with winding up and make any shareholder distributions, each shareholder to whom any property has been distributed is liable under Section 242 and 243 of the OBCA to the extent of the amount received by that shareholder upon the distribution. Section 242 of the OBCA provides that, despite the dissolution of a corporation under the OBCA, a civil, criminal or administrative action or proceeding may be brought against the Corporation, as if the Corporation had not been dissolved, and provides, among other things, that any property that would have been available to satisfy any judgment or order if the Corporation had not been dissolved remains available for such purpose. The potential for shareholder liability regarding a distribution continues until the statutory limitation period for the applicable claim has expired.

Additional Risks

Additional risks and uncertainties including those currently unknown or considered immaterial by the Corporation may also adversely affect the business of the Corporation after completion of the Transaction.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or senior officers of the Corporation, nor any person who beneficially owns, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Corporation's last completed fiscal year or in any proposed transaction which, in either case, has or will materially affect the Corporation, other than as disclosed in the Circular. See "Particulars of Matters to be Acted Upon".

MANAGEMENT CONTRACTS

Management functions of the Corporation are substantially performed by directors or senior officers of the Corporation and not, to any substantial degree, by any other person with whom the Corporation has contracted.

AUDITOR

The auditors of the Corporation are Grant Thornton LLP/Grant Thornton LLP, 200 King St. West, 11th Floor, Toronto, Ontario M5H 3T4, Canada. Grant Thornton LLP were first appointed as the auditors of the Corporation on December 20, 2022. The auditors have advised the Corporation that they will not be providing audit services to the Corporation going forward, although they have not formally resigned.

TRANSFER AGENT

TSX Trust Company at 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1 acts as the Corporation’s transfer agent.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available under the Corporation’s profile on the SEDAR+ website at www.sedarplus.ca. Financial information relating to the Corporation is provided in the Corporation’s financial statements and management’s discussion and analysis for the most recent fiscal year.

OTHER BUSINESS

The Board and management of the Corporation are not aware of any other matters that will be brought before the Meeting. If other matters are properly brought before the Meeting, it is the intention of the persons named in the enclosed proxy to vote the proxy on such matters in accordance with their judgment.

APPROVAL OF THE BOARD OF DIRECTORS

The contents of this Circular have been approved, and the delivery of it to each shareholder entitled thereto and to the appropriate regulatory agencies has been authorized by the Board.

DATED at Toronto, Ontario, on the 1st day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF DEVERON CORP.

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

SCHEDULE A

SECTION 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Rights of dissenting shareholders

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

A-1

A-2

Shareholder's right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder's right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder's name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10)

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3).

A-3

A-4

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

A-5

A-6

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

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Deveron Corp. — Proxy Solicitation & Information Statement 2025

47003_rns_2025-12-09_2d409190-dc0b-453d-be59-6f5fc026ecd1.pdf

DEVERON CORP.

NOTICE SPECIAL MEETING OF SHAREHOLDERS

NOTICE TO UNITED STATES SHAREHOLDERS

FORWARD-LOOKING STATEMENTS

EXERCISE OF DISCRETION BY PROXIES

ADVICE TO NON-REGISTERED HOLDERS

Distribution of Meeting Materials to Non-Registered Holders

Voting by Non-Registered Holders

Voting by Non-Registered Holders at the Meeting

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED ON

PARTICULARS OF MATTERS TO BE ACTED UPON

The Transaction

Background

Consideration for the Transaction

Distribution of the Consideration Payable to the Corporation

Deveron USA Cash Payment

Shareholder Payment

TD Facility Refinancing

Shareholder Approval

Consent of the Holders of Corporation Debentures

Pre-Closing Reorganization

Summary of the Share and Asset Purchase Agreement

Assets Sold

Shares Sold

Purchase Price

Representations and Warranties

Representations and Warranties of the Vendors, other than the Minority Share Vendors

Representations and Warranties of the Minority Share Vendors

Representations and Warranties of the Purchasers

Covenants

Conduct of Business of the Vendors

Covenants of the Purchasers

Mutual Covenants

Non-Solicitation Covenants

Non-Solicitation

Notification of Acquisition Proposals

Responding to an Acquisition Proposal.

Permitted Disclosure

Indemnification

Indemnification in Favour of the Purchaser

Indemnification in Favour of the Vendors

Conditions Precedent

Mutual Conditions

Conditions for the Benefit of the Purchasers

Conditions for the Benefit of the Vendors

Termination

Required Approvals

TSXV Approval

Shareholder Approval

Shareholder Approval Required under the OBCA

Shareholder Approval Required under Securities Laws

David MacMillan, the President, Chief Executive Officer and a director of the Corporation

The 1% Share Ownership Test

The 5% Value Test

Greg Patterson, a director of A&L

Jian Song, a director of A&L

Shareholder Approval for the Share and Asset Sale Resolution and the Wind-Up Resolution

Formal Valuation

Disclosure of Prior Valuations

Bona Fide Offer

Support Agreement

Structure of the Corporation Immediately After Completion of the Transaction

Recommendations of the Board

Dissent Rights

2. NAME CHANGE

4. REPORTING ISSUER STATUS

"RESOLVED THAT:

Background

Recommendations of the Board

5. VOLUNTARY WINDING UP OF THE CORPORATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Background

Winding Up Procedure

Distribution of Assets

Recommendations of the Board

RISK FACTORS

Deveron Corp. Proxy Solicitation & Information Statement 2025