DevvStream And UAE-Based Fayafi Form Joint Investment Platform Targeting $100M For Decarbonization And Energy Transition Projects By End Of 2027

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.