Deveron : Q3 MD&A

DEVERON CORP.

"INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS -

QUARTERLY HIGHLIGHTS"

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2022

(EXPRESSED IN CANADIAN DOLLARS)

DEVERON CORP.

Interim Management's Discussion and Analysis - Quarterly Highlights

Three and Nine Months Ended September 30, 2022

Dated: November 21, 2022

Introduction

The following Interim Management Discussion & Analysis ("Interim MD&A") of Deveron Corp. ("Deveron" or the "Company") for the three and nine months ended September 30, 2022 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management Discussion & Analysis ("Annual MD&A") for the fiscal year ended December 31, 2021. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company's Annual MD&A, audited annual financial statements for the years ended December 31, 2021, and December 31, 2020, together with the notes thereto, and unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim consolidated financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of November 21, 2022, unless otherwise indicated.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Deveron common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Additional information relating to the Company is available free of charge on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.

Cautionary Note Regarding Forward-Looking Statements

This Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward- looking statements in this Interim MD&A speak only as of the date of this Interim MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this Interim MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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DEVERON CORP.

Interim Management's Discussion and Analysis - Quarterly Highlights

Three and Nine Months Ended September 30, 2022

Dated: November 21, 2022

Forward-looking statements	Assumptions		Risk factors
Growth of Deveron's business in the	Financing will be available for the	Changes in debt and equity markets;
data acquisition and data analytics	continued growth of data acquisition	timing and availability of external
sector will be significant and	and data analytics sector	financing	on	acceptable	terms;
profitable.		increases in costs; and changes in
		environmental	and	other	local
		legislation and regulation; changes in
		economic conditions
The Company's ability to meet its	The operating activities of the	Changes in debt and equity markets;
working capital needs at the current	Company for the twelve-month	ongoing uncertainties relating to the
level for the twelve-month period	period ending September 30, 2023,	COVID-19 pandemic; timing and
ending September 30, 2023.	and the costs associated therewith,	availability of external financing on
The Company expects to incur	will be consistent with Deveron's	acceptable terms; increases in costs;
current expectations; debt and equity	and changes in environmental and
further losses in the development of	markets, exchange and interest rates	other local legislation and regulation;
its business	and other applicable economic	interest rate and exchange rate
Should the Company not raise	conditions are favourable to Deveron	fluctuations;	changes	in economic
sufficient capital or have adequate		conditions
profits (defined as revenues less
expenses), it may cease to be a
reporting issuer

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Deveron's ability to predict or control. Please also make reference to those risk factors referenced in the "Risk Factors" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. 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 Interim MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Deveron's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward- looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward- looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

Deveron was incorporated under the laws of the Province of Ontario on March 28, 2011.

Deveron (TSX-V: FARM) is a leading agriculture data company based in Toronto, Ontario. The company provides a variety of analytical data and field services for the North American agricultural industry. Deveron acquires and operates local farm advisors and soil laboratories, who then leverage the Company's standardized data solutions and technology platforms to grow their businesses. Deveron is a leading provider of carbon sequestration data, serving many of the largest agriculture companies with field and analytical support for their carbon programs. The primary office is located at The Canadian Venture Building, 82 Richmond Street East, Toronto, Ontario, M5C 1P1.

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DEVERON CORP.

Interim Management's Discussion and Analysis - Quarterly Highlights

Three and Nine Months Ended September 30, 2022

Dated: November 21, 2022

On August 31, 2020, the Company changed its corporate name from Deveron UAS Corp. to Deveron Corp. On September 21, 2020, the Company was accepted for listing on the TSX Venture Exchange (the "TSXV") as a Tier 2 issuer, and its common shares commenced trading on the TSXV under the symbol "FARM".

Operational Highlights

Corporate

On January 18, 2022, the Company granted 1,600,000 stock options to certain officers, employees and advisors to the Company. The stock options, at a price of $0.75 per share, will expire in six years from the issue date.

On February 25, 2022, the Company announced a public offering for gross proceeds of $11,500,000 through the issuance of 16,428,573 units in the capital of the Company at a price of $0.70 per unit. Each Unit is comprised of one common share in the Company and one-half of one whole Common Share purchase warrant. Each warrant entitles the holder thereof to acquire one Common Share at a price of $0.90 per Common Share for a period of two years from the date of issuance.

On March 9, 2022, the Company announced a non-brokered private placement for gross proceeds of $600,000 through the issuance of 857,143 units in the capital of the Company at a price of $0.70 per unit. Each unit is comprised of one common share in the Company and one-half of one whole common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at a price of $0.90 per common share for a period of two years from the date of issuance.

On March 10, 2022, the Company completed the acquisition of Agri-Labs, Inc.

On March 31, 2022, the Company granted 105,000 stock options to certain officers, employees and advisors to an officer of the Company. The stock options, at a price of $0.63 per share, will expire in five years from the issue date.

On May 2, 2022, the Company entered into a definitive agreement with certain vendor shareholders to acquire a 67% equity interest in A&L Canada Laboratories East, Inc. ("A&L"), with an option to purchase the remaining 33% following the three-year anniversary of closing (the "Acquisition"). Total consideration payable to the vendor shareholders includes: (i) $37.8 million in cash; (ii) $4.9 million in promissory notes; and (iii) $7.5 million or 13,688,182 common shares in the capital of the Company at a deemed issue price of $0.55 per common share. The $7.5 million in the Company's common shares will be distributed to a company controlled by Greg Patterson, one of the vendor shareholders who, upon closing of the Acquisition, is expected to continue as President, Chief Executive Officer ("CEO") and director of A&L and be appointed to Deveron's Board of Directors (subject to regulatory approval). A&L is one of the largest soil and tissue laboratories in Canada. On May 20, 2022, the Company completed its acquisition of a 67% equity interest in A&L. As previously announced, the Company financed the cash component of the purchase price of the Acquisition through: (i) a $28.3 million credit facility provided by Toronto-Dominion Bank; (ii) a non-brokered private placement of $10 million in unsecured convertible debentures (each, a "Debenture") at a price of $1,000 per Debenture, which closed on May 18, 2022; and (iii) the Company's treasury cash.

On May 10, 2022, the Company announced that intends to complete a non-brokered private placement of a minimum of $5 million and a maximum of $10 million in Debenture at a price of $1,000 per Debenture (the "Offering"). On May 18, 2022, the Company closed its previously announced non-brokered private placement of 7.0% Debenture for aggregate gross proceeds of $10 million. The private placement was completed in connection with Deveron's previously announced acquisition of a 67% equity interest in A&L. The issuance of the Debentures pursuant to the private placement were completed on a private placement and prospectus exemption basis, as applicable, such that the issuances are exempt from any applicable prospectus and securities registration requirements. In connection with the private placement, certain arm's-length finders received an aggregate of $470,200 in cash finders fee commissions and an aggregate of 818,012 finders warrants with each finders warrant being exercisable to acquire a common share at an exercise price of $0.50 for a period of 24 months after the closing date of the private placement.

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DEVERON CORP.

Interim Management's Discussion and Analysis - Quarterly Highlights

Three and Nine Months Ended September 30, 2022

Dated: November 21, 2022

On June 29, 2022, the Company announced that it has granted an aggregate of 388,637 options to purchase common shares of the Company exercisable at a price of $0.55 per common share, and expiring on June 29, 2027 to certain officers, directors and employees of the Company.

On July 6, 2022, the Company has made its initial milestone payment consisting of USD $420,000 and 750,000 common shares in the capital of the Company at a deemed price of $0.61 per common share to Agri-Labs, Inc.

On July 29, 2022, the Company announced that in connection with its previously announced acquisition of Stealth Ag, Inc. ("Stealth Ag"), Stealth Ag has exceeded gross revenues of USD $1,000,000 during the fiscal year ending December 31, 2021. As a result of achieving this milestone, the Company has made the one-time payment of USD $140,000, satisfied through the issuance of an aggregate of 330,909 common shares in the capital of the Company at a deemed price of $0.55 per common share.

On August 26, 2022, the Company granted 2,000,000 stock options to certain officers, directors and employees of the Company. The stock options, at a price of $0.56 per share, will expire in six years from the issue date.

On September 8, 2022, Agronomic Solutions was issued 262,346 common shares at a price of $0.68 on the 1 year anniversary of the acquisition, drawing down on the shares to be issued recognized as part of the acquisition.

During the nine months ended September 30, 2022, 420,000 warrants were exercised at a price of $0.45 per unit for gross proceeds of $189,000 and 20,000 warrants were exercised at a price of $0.35 for gross proceeds of $7,000.

During the nine months ended September 30, 2022, 480,000 options were exercised at a price of $0.30 per unit for gross proceeds of $144,000 and 1,000,000 options were exercised at a price of $0.30 per unit for gross proceeds of $300,000.

Company Update

There are almost 1 billion acres of farmland in North America, and it is estimated that, currently, data and technology are applied in making input decisions (such as seeding, fertilizer use etc.) on only 30% of this total area under cultivation.

Science and technology can have a significant role to play in improving farm outcomes; including yields, profitability and climate impact.

Deveron is a growing company focused on the North American agriculture market that provides:

• Data collection services via soil sampling, drones, and other methods
• Data insights to better manage inputs like fertilizer, seed, water and other crop protection that is based on highly localized data and farm variability
• Carbon sequestration data services, serving many of the largest agriculture companies with field and analytical support for their carbon programs
• Standardized data solutions and technology platforms that helps farmers, agronomists and agri-businesses record, organize and leverage on-farm information to make better decisions.
• Agricultural laboratories and soil health testing services such as Solvita soil health tests

Deveron provides these services directly through:

• Our online presence at www.deveron.com
• Our growing network of local agronomists and partner channels

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