Toronto, Ontario--(Newsfile Corp. - July 6, 2022) - Deveron Corp. (TSXV: FARM) ("Deveron" or the "Company"), a leading agriculture data company in North America, announces that further it its press releases of March 11, 2022 and June 29, 2022, with respect to the acquisition of the assets of Agri-Labs, Inc. ("Agri-Labs"), a leading soil lab and agronomy company that services Indiana, Michigan, and Ohio (the "Acquisition"), the Company has made its initial milestone payment consisting of US$420,000 and 750,000 common shares in the capital of the Company (the "Common Shares") at a deemed price of $0.61 per Common Share to Agri-Labs.
The Common Shares are subject to contractual resale restrictions providing that the Common Shares may not be transferred except as follows: (i) as to 50% on the date which is four months and a day from the date of issuance; (ii) as to 25% on July 6, 2023; and (iii) as to 25% on July 6, 2024.
Under the terms of the asset purchase agreement, the Company may be required to make one additional milestone payment in the event that the gross revenue attributable to the Agri-Labs business for the period from March 10, 2022 to March 10, 2023 exceeds the gross earnings before interest, taxes, depreciation and amortization ("EBITDA") of the prior twelve (12) month period, then, Agri-Labs shall be entitled to receive an amount equal to twenty percent (25%) of the excess amount (the "EBITDA Earnout") in cash, and such number of Common Shares that is equal to the EBITDA Earnout divided by the market price of the Common Shares on March 10, 2023.
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 manage fertilizer, seed, fungicide and other farm inputs better. 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 are actively farmed annually.
President & CEO Deveron Corp.
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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.
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