Deveron Corp. — Capital/Financing Update 2021

Jan 4, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Deveron Corp. (the “ Company ”) 82 Richmond Street East, Suite 200 Toronto, Ontario M5C 1P1

2. Date of Material Change

December 23, 2020

3. News Release

A press release disclosing the material change were released on December 23, 2020, through the facilities of Newsfile Corp.

4. Summary of Material Change

On December 23, 2020 the Company issued 16,529,222 units (the “ Units ”) by way of a nonbrokered private placement, at a price of $0.35 per Unit, for gross proceeds of $5,785,227.70 (the “ Offering ”).

5. Full Description of Material Change

In connection the Offering, the Company issued 16,529,222 Units at a price of $0.35 per Unit. Each Unit is comprised of one common share in the capital of the Company (each a “ Common Share ”) and one-half of one whole Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$0.45 at any time on or before December 23, 2022.

Due to investor demand, the Offering was upsized from C$2.0 million to C$5,785,227. The net proceeds from the Offering will be used for general working capital purposes. The securities issued in connection with the Offering are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.

In connection with the Offering, the Company paid certain eligible persons (the “ Finders ”) a cash commission in total of $245,575.63, equal to 7.0% of the gross proceeds of the Offering delivered by Finders and issued a total of 701,664 non-transferable broker warrants (“ Broker Warrants ”), equal to 7.0% of the Units delivered by Finders pursuant to the Offering. Each Broker Warrant entitles the holder to purchase one Common Share for a period of two years from the closing of the Offering at a price of $0.35 per Common Share.

The following supplementary information is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

(a) a description of the transaction and its material terms:

In connection with the Offering, 1,100,495 Units were issued to an insider (the “ Insiders ”) of the Company.

(b) the purpose and business reasons for the transaction:

The Company plans to use the net proceeds of the Offering for working capital and general corporate purposes.

• (c)

• the anticipated effect of the transaction on the issuer’s business and affairs:

The Company plans to use the net proceeds of the Offering for working capital and general corporate purposes.

(d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

In connection with the Offering, the following Units were issued to the Insiders of the Company.

Name	Position	Number ofUnits	Aggregate Price
GreencastleResources Ltd.	10% Security Holder	250,495	$87,673.25
William Linton	Director	850,000	$297,500
	TOTAL	1,100,495	$385,173.25

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (I) for which there would be a material change in that percentage:

Prior to the completion of the Offering, Greencastle Resources Ltd. held 10,749,505 Common Shares. Upon closing of the Offering, Greencastle Resources Ltd. holds an aggregate of 11,000,000 Common Shares, representing approximately 16.11% of the issued and outstanding Common Shares on an undiluted basis and 125,247 Warrants. In the event that Greencastle Resources Ltd. exercises their Warrants, they would hold an aggregate of 11,124,247 Common Shares, or approximately 16.26% of the issued and outstanding Common Shares of the Company, on a partially diluted basis.

Prior to the completion of the Offering, Mr. Linton held, directly or indirectly 2,480,857 Common Shares, 750,000 Warrants and 250,000 Stock Options. Upon closing of the Offering, Mr. Linton holds an aggregate of 3,330,857 Common Shares, representing approximately 4.88% of the issued and outstanding Common Shares on an undiluted basis, 1,175,000 Warrants and 250,000 Stock Options. In the event that Mr. Linton exercises his Warrants and Stock Options, he would hold an aggregate of 4,755,857 Common Shares, or approximately 6.82% of the issued and outstanding Common Shares of the Company, on a partially diluted basis.

• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board

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of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

A resolution of the board of directors was passed on December 23, 2020, approving the Offering. No special committee was established in connection with the transaction, and no materially contrary view or abstention was expressed or made by any director.

• (f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

  • (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

• (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Other than the subscription agreements to purchase the Units pursuant to the Offering, the Company did not enter into any agreement with an interest party or a joint actor with an interested party in connection with the Offering. To the Company’s knowledge, no related party to the Company entered into any agreement with an interest party or a joint actor with an interested party, in connection with the Offering.

• (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

The participation in the Offering by the Insiders is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”) as neither the fair market value of securities being issued to the Insiders nor the consideration paid by the Insiders exceeded 25% of the Company’s market capitalization.

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

The report is not being filed on a confidential basis.

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7. Omitted Information

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

8.

Executive Officer

For further information, contact David MacMillan, President and Chief Executive Officer of the Company at (416) 367-4571 ext 221.

9.

Date of Report

This report is dated at Toronto, this 4[th] day of January, 2021.

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