DevvStream Corp. (Nasdaq: DEVS) (“DevvStream” or the “Company”), a leading carbon management and environmental-asset monetization firm, today announced the execution of a binding term sheet (the “Investment Agreement”) with Fayafi Investment Holding Limited (“Fayafi”), a UAE-based investment platform registered in the Dubai International Financial Centre (DIFC).

Pursuant to the Investment Agreement, the parties intend to establish a jointly governed special purpose vehicle (“SPV”) to be named the “Fayafi x DevvStream Investment Platform” within ninety (90) days of the Investment Agreement’s effective date. The SPV is targeted to scale upward, reaching US$100 million in capital commitment by the end of 2027, and intends to pursue high-impact, scalable opportunities across decarbonization and the energy transition, including environmental infrastructure, carbon solutions, and related technologies. The Investment Agreement supersedes the parties’ previously announced memorandum of understanding and establishes agreed economic terms, governance principles, and fee arrangements. However, the investment amount constitutes a non-binding target, not a commitment or guarantee of capital deployment by either party.

Profits from the SPV, including carbon credit revenues, are expected to be distributed 80% to Fayafi and 20% to DevvStream. An Investment Committee is expected to be established with representatives from both parties, proportionate to their equity holdings, with a Fayafi representative serving as Chair, and with funding allocated only to projects approved by the Investment Committee. In consideration of its efforts to provide initial platform setup, project sourcing, and preliminary diligence services, DevvStream is expected to receive a one-time setup fee payable upon successful completion of feasibility confirmation and Fayafi’s approval to proceed. DevvStream is also expected to receive a recurring consulting fee equal to a percentage of assets invested through the platform, payable monthly from initial capital deployment.

The Fayafi x DevvStream Investment Platform is intended to expand DevvStream’s business beyond individual projects by establishing a global origination and investment engine to support the development, aggregation, and management of environmental assets. Management believes the platform can strengthen DevvStream’s pipeline of opportunities, support recurring advisory and asset-management revenues, and enhance the Company’s ability to structure and monetize environmental attributes at scale.

The platform is also expected to support DevvStream’s investments across adjacent infrastructure such as sustainable feedstock supply chains, carbon capture and environmental-attribute frameworks, and other project-enabling capabilities. Management believes this ecosystem approach may improve project bankability, expand monetization opportunities, and support long-term growth, subject to Investment Committee approval and definitive agreements.

“This Investment Agreement is an important step forward toward the goal of expanding DevvStream’s international reach and advancing a structured investment platform with a differentiated partner,” said Carl Stanton, Chairman of DevvStream. “The proposed SPV framework aligns strong sourcing and execution capabilities with strategic capital and cross-border sponsorship, and we believe it can accelerate the pace at which high-quality energy transition projects are developed and monetized.”

“Fayafi has been scouting for like-minded partners to invest into future cleantech, decarbonization, and regulatory compliant blockchain technologies, and with DevvStream we aim to align our mutual roadmaps,” said Michael Perschke, Chief Strategist & Lead Investment Impact Officer at Fayafi. “By combining Fayafi’s access to capital and regional relationships with DevvStream’s global network and capabilities, we intend to move from strategy to execution as opportunities are approved.”

“Fayafi is interested in a long-term partnership built on innovation, technology, and sustainability,” said Bobby Campbell, Chief ESG Investment Officer at Fayafi. “From carbon markets to environmental-asset innovation and tokenization-ready infrastructure, this proposed partnership is designed to support scalable project development and credible environmental outcomes.”

The Investment Agreement is a binding term sheet that establishes the framework for the parties’ collaboration. Certain elements, including the platform’s targeted scale, are non-binding targets. Any funding activity, capital deployment, or project investment through the platform will be subject to Investment Committee approval, project-level due diligence, definitive transaction documentation, receipt of required internal, corporate and regulatory approvals, and compliance with applicable securities laws.

About DevvStream

DevvStream (Nasdaq: DEVS) is a carbon management company focused on the development, investment, and sale of environmental assets worldwide, including carbon credits and renewable energy certificates.

About Fayafi Investment Holding

Fayafi Investment Holding Limited is a global investment platform headquartered in Dubai, UAE, with a strong focus across sustainability and social impact, Greentech, AI, defense, real assets, and real estate. As the first UAE-based company to list a security on the Vienna Stock Exchange and the issuer of a bankable tracker certificate registered on the SIX Swiss Exchange, Fayafi is widely recognized for its innovative, long-term investment philosophy and commitment to ESG leadership.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected timing and structure of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; legal, economic, and regulatory conditions; and any assumptions underlying any of the foregoing. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “plan,” “could,” “would,” “project,” “predict,” “continue,” “target,” or the negatives of these words or other similar terms or expressions that concern DevvStream’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: anticipated benefits of the transaction creating stockholder value or access to capital markets; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the occurrence of any event that could give rise to termination of any of the documents related to the proposed transaction; the risk that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; the uncertainty of obtaining shareholder and regulatory approvals, including shareholder approval from both parties and listing of the combined company’s common stock on Nasdaq; the uncertainty of DevvStream’s capital requirements and cash runway, including receipt by DevvStream of any necessary financing; general economic, financial, legal, political, and business conditions and other risks and uncertainties including those set forth in DevvStream’s Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on November 6, 2025, and subsequent reports filed with SEC and Canadian securities regulatory authorities available on DevvStream’s profile at www.sedarplus.ca.

These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Proxy Statement/Prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in registration statement on Form S-4 will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication.

Any forward-looking statements speak only as of the date of this communication. DevvStream undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Neither future distribution of this communication nor the continued availability of this communication in archive form on DevvStream’s website at www.devvstream.com/investors/ should be deemed to constitute an update or re-affirmation of these statements as of any future date.

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