Vancouver, British Columbia--(Newsfile Corp. - April 12, 2024) - DevvStream Holdings Inc. (CBOE: DESG) (FSE: CQ0) ("DevvStream" or the "Company"), a leading carbon credit project co-development and generation firm specializing in technology solutions, is pleased to announce that, further to its news release dated January 12, 2024, it will be closing a round of bridge financing of unsecured convertible notes (the "Notes") in the aggregate amount of US$450,000, as part of an offering of up to US$2,000,000 of Notes (the "Offering").
The Offering will be completed on terms described in the Company's news release dated January 12, 2024. The Notes will bear interest at a rate of 5.3% per annum, calculated and payable at maturity or conversion and will become due and payable on the date that is 12 months after the date of issuance, subject to acceleration if the Company completes the proposed business combination (the "De-SPAC Transaction") with Focus Impact Acquisition Corp ("Focus Impact"). The holder will have the option to convert the principal amount and interest on the Notes into subordinate voting shares of DevvStream ("DevvStream Shares") at a conversion price per DevvStream Share equal to the greater of (a) a 25% discount to the 20-day volume weighted average price ("VWAP") of the DevvStream Shares on Cboe Canada Inc. (the "Exchange"), and (b) USD$2.00 (the "Floor Price").
In the event that the De-SPAC Transaction (or other U.S. listing transaction) is not completed within 270 days of the issuance of the Notes (the "Anniversary Date"), the principal amount and interest will automatically convert into units of DevvStream ("Units") at a conversion price per Unit equal to the greater of (i) a 25% discount to the 20-day VWAP of the DevvStream Shares on the Exchange, and (ii) CAD$0.475 (the "Canadian Floor Price"). Each Unit will consist of one DevvStream Share and one-half of a warrant to purchase DevvStream Shares at an exercise price equal to a 20% premium to the 30-day VWAP (subject to the Canadian Floor Price) until two years from the Anniversary Date.
The issuance of US$450,000 of Notes pursuant to the Offering is expected to close on or about April 23, 2024. As the Canadian Floor Price is lower than the current market price of the DevvStream Shares and the original price reservation for the Offering has expired, in accordance with the requirements of the Exchange, the Company has obtained majority approval of the shareholders of the Company of the Offering by written consent, pursuant to the exemption provided in section 10.09(2) of the Exchange Listing Manual.
The completion of the Offering remains subject to approval of the Exchange.
About DevvStream
Founded in 2021, DevvStream is a leading authority in the use of technology in carbon project development. The Company's mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health. With a pipeline of over 140 technology-based projects worldwide, DevvStream makes it simple for corporations and governments to address their net-zero goals while generating premium carbon credits in the process. DevvStream takes a programmatic approach to evaluating project opportunities, and co-develops projects spanning energy-efficient buildings, facilities and homes, industrial facilities, LED systems, EV charging stations, and technologies to seal oil wells. The Company's end-to-end proprietary solution removes the risk and complexity from every step, allowing organizations to move from project ideation to credit monetization with ease. The result is a multi-year stream of carbon credit revenue that transforms sustainability into a financial investment. In addition, for organizations that need help to offset their most difficult-to-reduce emissions, we also provide premium carbon credits for purchase.
On September 13, 2023, DevvStream and Focus Impact (NASDAQ: FIAC) announced that they have entered into a definitive business combination agreement for a business combination that would result in the combined company (DevvStream) to be listed on the Nasdaq Stock Market under the ticker symbol "DEVS". On December 11, 2023, DevvStream announced the filing of a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, which contains a preliminary proxy statement/prospectus in connection with the De-SPAC Transaction. Upon closing, the De-SPAC Transaction is expected to result in DevvStream being the first publicly-traded carbon credit company on a major U.S. stock exchange.
On Behalf of the Board of Directors,
Sunny Trinh
Chief Executive Officer
sunny@devvstream.com
DevvStream Media Contacts
DevvStream@icrinc.com and info@fcir.ca
Phone: (332) 242-4316
Disclaimer
Certain statements in this news release may be considered forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events or DevvStream's future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation DevvStream's expectations with respect to future performance and anticipated financial impacts of the Agreement and Business Combination are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by DevvStream and its management, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against Focus Impact, DevvStream, the combined company or others; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Focus Impact and DevvStream or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (5) the ability to meet Nasdaq's or another stock exchange's listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Focus Impact or DevvStream as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Focus Impact, DevvStream or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; (12) various factors beyond management's control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Registration Statement on Form S-4 that includes a proxy statement and prospectus of Focus Impact (as amended, the "Registration Statement"), filed with the SEC on December 4, 2023, and other filings with the SEC; and (13) certain other risks identified and discussed in DevvStream's Annual Information Form for the year ended July 31, 2023, and DevvStream's other public filings with Canadian securities regulatory authorities, available on DevvStream's profile on SEDAR at www.sedarplus.ca.
These forward-looking statements are expressed in good faith, and DevvStream believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and DevvStream is not under any obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in DevvStream's public filings with Canadian securities regulatory authorities. This news release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in DevvStream and is not intended to form the basis of an investment decision in DevvStream. All subsequent written and oral forward-looking statements concerning DevvStream, the proposed transaction or other matters and attributable to DevvStream or any person acting on DevvStream's behalf are expressly qualified in their entirety by the cautionary statements above.
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