| Commitments and contingencies |
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17.
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Commitments and contingencies
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On September 12, 2023, the Company amended their existing strategic partnership agreement with Devvio, a related party. The
Company has committed to making specific payments to Devvio. They will provide a minimum advance of $1,000,000 by August 1,
2024, followed by $1,270,000 by August 1, 2025 and August 1, 2026. Additionally, starting from 2027, if advance royalty
payments fall below $1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. On
July 8, 2024, the parties further amended the agreement such that the minimum advances extended by one year and are now
due as follows: $1,000,000 by August 1, 2025, followed by $1,270,000 by August 1, 2026 and August 1, 2027. Additionally starting in calendar year 2028, if advance royalty payments fall below $1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement.
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On February 16, 2024, the Company entered into a licensing agreement with Greenlines Technology Inc. for the use of certain
technologies. The Company has agreed to pay $42,000 within 15 days of the closing of the BCA. Commencing January 1, 2025, the Company has agreed to pay an annual fee of $12,000 of the first day of each calendar year for the use of the technology.
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On October 29, 2024, the Company entered into the ELOC Agreement with Helena I (Note 7). Following the closing of the De-SPAC
Transaction and the Helena I Registration Statement becoming effective, the Company is to issue to Helena I common shares equal to $125,000
divided by the greater of (i) the lowest one-day VWAP during the five trading days immediately preceding the effectiveness
date of such Registration Statement and (ii) $0.75.
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On November 13, 2024, the Company entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which
the Focus Impact Partners will provide the Company with certain consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000
starting with an initial payment for the period beginning December 31, 2023. Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) the Company has successfully raised $5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) the Company has 2 or
more consecutive quarters of positive cash flow from operations. DevvStream Corp. will pay the Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market practice in connection with any
acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction. The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one-year
periods at the end of each year unless either party provide a written notice of its desire not to automatically extend at least 120
days prior to the end of each year during the term of the Strategic Consulting Agreement.
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From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal
course of business. At January 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to
have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s
interest.
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| Commitments and contingencies |
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13.
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Commitments and contingencies
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•
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On September 12, 2023, the Company amended their existing strategic partnership agreement with Devvio, a related party. The
Company has committed to making specific payments to Devvio. They will provide a minimum advance of $1,000,000 by August 1,
2024, followed by $1,270,000 by August 1, 2025 and August 1, 2026. Additionally, starting from 2027, if advance royalty
payments fall below $1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. On July 8,
2024, the parties further amended the agreement such that the minimum advances extended by one year and are now due as
follows: $1,000,000 by August 1, 2025, followed by $1,270,000 by August 1, 2026 and August 1, 2027. Additionally starting in calendar year 2028, if advance royalty payments fall below $1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement.
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•
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On February 16, 2024, the Company entered into a licensing agreement with Greenlines Technology Inc. for the use of certain
technologies. The Company has agreed to pay $42,000 within 15 days of the closing of the BCA. Commencing January 1, 2025, the Company has agreed to pay an annual fee of $12,000 of the first day of each calendar year for the use of the technology.
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•
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From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course
of business. At July 31, 2024, there were no pending or threatened lawsuits that could reasonably be expected to have a
material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.
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