Vancouver, BC, November 7, 2022 – DevvStream Holdings Inc. (formerly 1319738 B.C. Ltd.) (the “Company” or “DevvStream”) is pleased to announce the completion of its previously announced acquisition by the Company of DevvStream Inc (formerly DevvESG Streaming, Inc.) (“DESI”) and reverse takeover of the Company (the “Transaction”).
Sunny Trinh, CEO of DevvStream, stated “Another phase in the evolution of DevvStream begins with the closing of this Transaction and anticipated listing on the NEO Exchange. We are excited to present investors access to participate in our holistic, unique, tech-focused climate financing approach. We are an early mover in the public markets with this business model, and look forward to moving DevvStream into its next phase to further its mission of reversing climate change while creating a positive social impact and providing shareholders with exposure to high-quality and high-return carbon offset projects.”
Immediately prior to the completion of the Transaction, the Company: (i) changed its name to “DevvStream Holdings Inc.”, (ii) completed a consolidation of the then outstanding common shares (the “Common Shares”) on a 28.09 to 1 basis and (iii) amended its articles to redesignate the Common Shares as subordinate voting shares (“Subordinate Voting Shares”) and create a new class of multiple voting shares (“Multiple Voting Shares”).
On completion of the Transaction, the Company issued:
- an aggregate of 20,543,751 Subordinate Voting Shares to former holders of subordinate voting shares of DESI;
- 4,650,000 Multiple Voting Shares to the former holder of multiple voting shares of DESI;
- an aggregate of 5,456,250 Subordinate Voting Shares to former holders of common shares of DevvESG Streaming Finco Ltd. (“Finco”);
- an aggregate of 7,521,874 replacement warrants to purchase Subordinate Voting Shares to former holders of warrants of DESI and Finco, in exchange for the cancellation of such warrants;
- an aggregate of 707,350 replacement finder’s warrants to purchase Subordinate Voting Shares to former holders of finder’s warrants of DESI and Finco, in exchange for the cancellation of such finder’s warrants;
- an aggregate of 6,780,000 replacement restricted share units to former holders of DESI restricted share units, in exchange for the cancellation of such restricted share units; and
- an aggregate of 2,480,000 replacement options to purchase Subordinate Voting Shares to former holders of DESI options, in exchange for the cancellation of such options.
Former holders of Common Shares hold 1,249,793 Subordinate Voting Shares upon completion of the Transaction.
The NEO Exchange has provided conditional approval for the listing of the Subordinate Voting Shares. The Subordinate Voting Shares are expected to be posted for trading on the facilities of the NEO Exchange under the symbol “DESG” as soon as practicable, subject to the satisfaction of all remaining conditions. There will be no market for securities of the Company until listing occurs.
Board and Management Changes
Upon completion of the Transaction, all of the directors and officers of the Company resigned. The new board of directors of the Company is comprised of Tom Anderson (Chairman), Ray Quintana, William Stewart, Jamila Piracci and Stephen Kukucha, and the Company will be led by a management team comprised of Sunny Trinh as Chief Executive Officer, David Goertz as Chief Financial Officer, Bryan Went as Chief Revenue Officer and Chris Merkel as Chief Operating Officer and Corporate Secretary. Further information regarding the board of directors and management of the Company will be included in the filing statement of the Company (the “Filing Statement”), which will be filed on the Company’s profile on SEDAR at www.sedar.com.
Additional Information about the Transaction
Further details of the Transaction, the Company and its business will be provided in the Filing Statement. Reference is also made to the news releases of the Company dated December 21, 2021 for additional information relating to the Transaction and to the information circular of the Company, dated December 22, 2021 (the “Circular”), which is available on the Company’s profile on SEDAR at www.sedar.com.
DevvStream is an ESG principled, high-tech, impact-investing company focused on high quality and high return carbon credit generating projects. DevvStream offers investors exposure to carbon credits, a key instrument used to reduce emissions of carbon dioxide and other greenhouse gases from industrial activities to reduce the effects of global warming. DevvStream’s technology partnership with Devvio, Inc. (“Devvio”) provides DevvStream access to Devvio’s proprietary ESG blockchain platform (the “DevvESG Platform”). Through the DevvESG Platform, DevvStream can track and manage all data used to generate and transact carbon credits, providing a leading level of transparency and provenance to its credits.
For further information please contact:
Sunny Trinh (Chief Executive Officer)
This news release contains forward-looking statements and/or forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the listing of the Subordinate Voting Shares on the NEO Exchange and the future plans and objectives of the Company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the expectations of the Company include the failure to satisfy the conditions of the NEO Exchange regarding the listing and other risks detailed from time to time in the filings made by the Company under securities regulations, including, without limitation, the Filing Statement and the Circular.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and except as may be expressly be required by law, the Company disclaims any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
The securities of the Company have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
The NEO Exchange does not accept responsibility for the adequacy or accuracy of this press release.
SOURCE: DevvStream Inc.
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1) The author of the Article, or members of the author’s immediate household or family, do not own any securities of the companies set forth in this Article. The author determined which companies would be included in this article based on research and understanding of the sector.
2)The Article was issued on behalf of and sponsored by, DevvStream Inc. Market Jar Media Inc. has or expects to receive from DevvStream Inc.’s Digital Marketing Agency of Record (Native Ads Inc.) one hundred and ninety one thousand eight hundred Canadian dollars for 19 days (14 business days). Principals and employees of Native Ads, Inc. and Market Jar Media Inc. do own securities of DevvStream Inc., and may own (or may in the future acquire) securities of other companies mentioned in this article.
3) Statements and opinions expressed are the opinions of the author and not Market Jar Media Inc., its directors or officers. The author is wholly responsible for the validity of the statements. The author was not paid by Market Jar Media Inc. for this Article. Market Jar Media Inc. was not paid by the author to publish or syndicate this Article. Market Jar has not independently verified or otherwise investigated all such information. None of Market Jar or any of their respective affiliates, guarantee the accuracy or completeness of any such information. The information provided above is for informational purposes only and is not a recommendation to buy or sell any security. Market Jar Media Inc. requires contributing authors to disclose any shareholdings in, or economic relationships with, companies that they write about. Market Jar Media Inc. relies upon the authors to accurately provide this information and Market Jar Media Inc. has no means of verifying its accuracy.
5) Market Jar, its affiliates and its respective directors, officers and employees (the “Market Jar Group”) hold two hundred fifty thousand shares of DevvESG Streaming, Inc., which were purchased in a private placement at a price of $0.06 per share in October of 2021, and 29,375 warrants which were purchased in a private placement at a price of $0.80 per warrant in January 2022. The Market Jar Group has not sold any shares prior to the Campaign. The Market Jar Group will not buy or sell any of the shares it owns of the Company during the Campaign. The Market Jar Group has no intention to sell any of the shares it owns for a period of up to 90 days after completion of the Campaign. After such period, the Market Jar Group may elect to sell the shares it owns..
6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management’s expectations regarding DevvStream Inc.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to DevvStream Inc.’s industry; (b) market opportunity; (c) DevvStream Inc.’s business plans and strategies; (d) services that DevvStream Inc. intends to offer; (e) DevvStream Inc.’s milestone projections and targets; (f) DevvStream Inc.’s expectations regarding receipt of approval for regulatory applications; (g) DevvStream Inc.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) DevvStream Inc.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute DevvStream Inc.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) DevvStream Inc.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) DevvStream Inc.’s ability to enter into contractual arrangements with additional Pharmacies; (e) the accuracy of budgeted costs and expenditures; (f) DevvStream Inc.’s ability to attract and retain skilled personnel; (g) political and regulatory stability; (h) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (i) changes in applicable legislation; (j) stability in financial and capital markets; and (k) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of DevvStream Inc. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) DevvStream Inc.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact DevvStream Inc.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing DevvStream Inc.’s business operations (e) DevvStream Inc. may be unable to implement its growth strategy; and (f) increased competition.
Except as required by law, DevvStream Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does DevvStream Inc. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither DevvStream Inc. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.
7) Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of DevvStream Inc. or any other entity contained in this document are intended only to illustrate historical performance or current or historical attributes of DevvStream Inc. or such entities and are not necessarily indicative of future performance of DevvStream Inc. or such entities.