2023

VANCOUVER, BC, May 1, 2023 — DevvStream Holdings Inc. (“DevvStream” or the “Company”) (NEO: DESG)(OTCQB: DSTRF)(FSE: CQ0), a carbon credit investment and streaming firm specializing in technology solutions, is pleased to announce the implementation of a warrant exercise incentive program (the “Incentive Program”) intended to encourage the early exercise of up to 6,957,348 outstanding subordinate voting share purchase warrants (the “Eligible Warrants”) of the Company.

The Eligible Warrants are each exercisable to acquire one subordinate voting share of the Company (a “Share”) and were amended effective May 1, 2023 to reduce the exercise price from $1.50 per Share to $1.20 per Share (see the Company’s news release dated April 14, 2023). The Eligible Warrants expire November 4, 2024.

In order to encourage the early exercise of the Eligible Warrants, the Company is offering holders of Eligible Warrants the right to receive one new Share purchase warrant (a “New Warrant”) for each two Eligible Warrants exercised between May 1, 2023 and June 30, 2023. Each New Warrant will entitle the holder to acquire one additional Share of the Company at a price of $2.00 per share until June 30, 2025.

In order to participate in the Incentive Program, the holders of the Eligible Warrant must complete and deliver an exercise notice in the form provided by the Company confirming that they qualify for an applicable prospectus exemption. The New Warrants issued pursuant to the Incentive Program, and any Shares issued upon exercise thereof, will be subject to a four-month hold period.

If an Eligible Warrant holder chooses not to exercise their Eligible Warrants by the deadline, the Eligible Warrants will continue to be exercisable for common shares on the same terms that previously existed.

About DevvStream

DevvStream is a technology-based ESG company that advances the development and monetization of environmental assets, with an initial focus on carbon markets. DevvStream works with governments and corporations worldwide to achieve their sustainability goals through the implementation of curated green technology projects that generate renewable energy, improve energy efficiencies, eliminate or reduce emissions, and sequester carbon directly from the air. DevvStream also helps these organizations meet their net zero goals by providing them access to high-quality carbon credits.

For more information, please visit www.devvstream.com.

On Behalf of the Board of Directors,

Sunny Trinh
CEO
info@devvstream.com

Contact Investor Relations:
Leo Karabelas
Focus Communications
info@fcir.ca | Tel: +1 647 689 6041

Cautionary Statement Regarding “Forward-Looking” Information

Some of the statements contained in this news release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

Neither NEO Exchange nor its Regulations Services Provider (as that term is defined in the policies of the NEO Exchange) accepts responsibility for the adequacy or accuracy of this release.