DevvStream Holdings Inc. Announces Convertible Note Bridge Financing And Amendment To Strategic Partnership Agreement
Vancouver, BC, September 13, 2023– DevvStream Holdings Inc. (the “Company” or “DevvStream”) (CBOE: DESG) (OTCQB: DSTRF) (FSE: CQ0), a leading carbon credit project development and generation firm specializing in technology solutions, is pleased to announce that in connection with its proposed business combination with Focus Impact Acquisition Corp. announced today (the “Proposed Transaction”), Devvstream is undertaking a bridge financing of non-brokered private placement of unsecured convertible notes (the “Notes”) for gross proceeds of up to US$7.5 million (the “Bridge Financing”).
The Notes will bear interest at a rate of 15% per annum, calculated and payable at maturity or conversion. In connection with the completion of the Proposed Transaction, the principal amount and interest on the Notes will automatically convert 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 deemed value per DevvStream Share in the Proposed Transaction and (b) CAD$1.03 (the “Floor Price”). In the event that the Proposed 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 on the Notes will automatically convert into units of DevvStream (“Units”) at a conversion price per Unit equal to the greater of (i) the 30-day volume weighted average trading price (“VWAP”) of the DevvStream Shares on the Cboe stock exchange, and (ii) the Floor Price. Each Unit will consist of one DevvStream Share and one-half of a warrant (each whole warrant, a “Warrant”) to purchase DevvStream Shares at an exercise price equal to a 20% premium to the 30-day VWAP (subject to the Floor Price) until two years from the Anniversary Date.
Investors in the Bridge Financing will receive certain additional rights, including preference on repayment of the Notes upon any liquidation event and the right to participate in any private investment in public equity financing completed by DevvStream while the Notes remain outstanding. In addition, DevvStream will not be permitted to incur additional corporate debt, outside the ordinary course of business, without the consent of a majority of the holders of Notes.
The proceeds of the Bridge Financing will be used for general working capital purposes and other opportunities to fund the growth of the Company.
The Company also announces that it has entered into an amendment to the Strategic Partnership Agreement dated November 28, 2021 with Devvio, Inc. (“Devvio”). Under the Strategic Partnership Agreement, Devvio provides a license to DevvStream to use Devvio’s propriety DevvX Blockchain Platform and DevvStream pays royalties of 5% of all sales revenue for transactions that use the platform. Pursuant to the amendment agreement, the parties have clarified the scope of the Strategic Partnership Agreement and DevvStream has agreed to pay minimum advances towards the royalty payments of $1 million by August 1, 2024, and $1.27 million by August 1, 2025 and 2026, subject to the completion of the Transaction.
Founded in 2021, DevvStream is a technology-based sustainability 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—creating carbon credits in the process.
On Behalf of the Board of Directors,
Chief Executive Officer
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 in this news release include statements relating to the completion of the Bridge Financing and the Proposed Transaction. 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. Readers are cautioned that the completion of the Bridge Financing is subject to a number of conditions, including but not limited to, approval of the Cboe stock exchange. There can be no assurance that the Bridge Financing or the Proposed Transaction will be completed as proposed or at all. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
No Offer or Solicitation
This news release is for informational purposes only. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Devvstream, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.