DevvStream Holdings Inc. (Formerly 1319738 B.C. Ltd.) Announces Closing of Reverse Takeover

Vancouver, British Columbia–(Newsfile Corp. – 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…