2022

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

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.”

The Transaction

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.

Listing

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.

About DevvStream

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)
info@devvstream.com

Investor Relations
Focus Communications
947-689-6041
info@fcir.ca

Cautionary Statements

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.