Deveron Closes Acquisition of Stealth Ag Inc.
Toronto, Ontario--(Newsfile Corp. - August 30, 2021) - Deveron Corp. (TSXV: FARM) ("Deveron" or the "Company"), a leading agriculture digital services and insights provider in North America, is pleased to announce that further to its press release of May 27, 2021, it has acquired the assets of Stealth Ag, Inc. ("Stealth Ag"), a digital agronomy company, with offices in Minnesota and Iowa (the "Acquisition").
As consideration for the Acquisition, the Company will issue Stealth Ag an aggregate of 773,837 common shares in the capital of the Company (the "Common Shares") at a price of $0.86 per Common Share over a period of two years and cash payments in the aggregate of US$1,100,000 over a period of two years. All securities issued pursuant to the Acquisition will be subject to a statutory hold period of four months and one day from the issuance thereof, as applicable, in accordance with applicable securities laws. In addition, the Company has paid First Southeast Bank (the "Lender") US $106,525.81 representing the amount due by Stealth Ag to Lender.
Under the terms of the Acquisition if certain milestones are met, Deveron has agreed to pay an additional US$270,000 to Stealth Ag. Based on the achievement of certain milestones, the remaining US$270,000 would be payable as follows:
- US$40,000 in cash and issue such number of Common Shares equal to US$40,000 in the event that during the 12-month period (the "first earn-out period"), commencing August 1, 2021, Stealth Ag exceeds gross revenue of US$1,000,000.
- US$50,000 in cash and issue such number of Common Shares equal to US$50,000 in the event that during the 12-month period following the first earn-out period (the "second earn-out period"), Stealth Ag exceeds gross revenue for the prior twelve-month period by at least US$250,000.
- Issue such number of Common Shares equal to US$90,000 in the event that Stealth Ag adds 400,000 unique acres to Farm Dog during the 24-month period following execution of the agreement.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Stealth Ag: Stealth Ag is an independent agronomy company, blending precision systems and unbiased perspective allowing our customers to enjoy an optimal blend of services to increase yields. With locations in Minnesota and Iowa, Stealth Ag has spent the last 10 years integrating innovative practices with practical agronomy, all to assist their clients in the growth of their soil fertility and yield management programs.
About Deveron: Deveron is an agriculture technology company that uses data and insights to help farmers and large agriculture enterprises increase yields, reduce costs and improve farm outcomes. The Company employs a digital process that leverages data collected on farms across North America to drive unbiased interpretation of production decisions, ultimately recommending how to optimize input use. Our team of agronomists and data scientists build products that recommend ways to better manage fertilizer, seed, fungicide, and other farm inputs. Additionally, we have a national network of data technicians that are deployed to collect various types of farm data, from soil to drone, that build a basis of our best in class data layers. Our focus is the US and Canada where 1 billion acres of farmland are actively farmed annually.
For more information, please visit www.deveronuas.com.
President & CEO Deveron Corp.
416-367-4571 ext. 221
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This news release includes certain "forward-looking statements" within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding future plans and objectives of the Company are forward looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world-wide price of agricultural commodities, general market conditions, risks inherent in agriculture, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied in making these forward looking statements as well as the various risks and uncertainties we face are described in greater detail in the "Risk Factors" section of our annual and interim Management's Discussion and Analysis of our financial results and other continuous disclosure documents and financial statements we file with the Canadian securities regulatory authorities which are available at www.sedar.com. The Company undertakes no obligation to update this forward-looking information except as required by applicable law. The Company relies on litigation protection for forward-looking statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/94911