DevvStream, XCF Global, and Southern Energy Renewables Confirm Three-Party Business Combination Remains on Track

Calgary, Alberta—DevvStream Corp. (NASDAQ: DEVS), XCF Global, Inc. (NASDAQ: SAFX), and Southern Energy Renewables Inc. (collectively, the “Parties”) have issued a statement to clarify recent media coverage that misinterpreted information contained in a Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission (SEC) on 18 May 2026.

The Form 8-K disclosed that DevvStream received a fairness opinion regarding the proposed three-party business combination, and that the initial Merger Agreement and Plan of Merger between DevvStream and Southern dated 3 December 2025 (the “Prior Merger Agreement”) automatically terminated. However, as explained in the Form 8-K, the Prior Merger Agreement remained in effect following the execution of the Business Combination Agreement (BCA) on 13 April 2026 by and among DevvStream, XCF, and Southern. The BCA explicitly provided that upon expiration of the Fairness Opinion Termination Rights as defined in the BCA—which occurred after DevvStream and XCF received their required fairness opinions—the Prior Merger Agreement would automatically terminate without imposing any continuing liability or obligation on any party.

The Parties have confirmed that this automatic termination occurred in accordance with the BCA’s provisions. The termination of the Prior Merger Agreement represents a contractual mechanism required under the BCA framework, rather than any party’s decision to withdraw from the proposed business combination.

The Business Combination Agreement among DevvStream, XCF, and Southern remains in full force and effect. The Parties continue to work towards completing the proposed business combination and expect to submit a Form S-4 registration statement to the SEC within the coming weeks. The Form S-4 filing represents a critical step towards obtaining SEC effectiveness and the shareholder approvals required to complete the proposed business combination.

ABOUT DEVVSTREAM CORP.

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

ABOUT XCF GLOBAL, INC.

XCF Global, Inc. (Nasdaq: SAFX) is a renewable diesel and sustainable aviation fuel (SAF) producer focused on decarbonising transportation whilst supporting domestic fuel supply and energy security. XCF’s flagship facility at New Rise Renewables Reno has registered and licensed production capacity of 38 million gallons per annum. XCF is advancing a series of potential expansion opportunities in Nevada, North Carolina, and Florida, and is forging partnerships in the energy and transportation sectors to increase renewable fuel production. XCF is listed on the Nasdaq Capital Market and trades under the stock ticker SAFX.

ABOUT SOUTHERN ENERGY RENEWABLES INC.

Southern Energy Renewables Inc. is a U.S. clean fuel, chemicals, technology, and products development company focused on developing large-scale biomass-to-fuel conversion projects, including sustainable aviation fuel (SAF) and green methanol.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination transaction involving XCF, DevvStream, and Southern, XCF will prepare and file relevant materials with the Securities and Exchange Commission (SEC), including a registration statement on Form S-4 containing the preliminary proxy statement of DevvStream and XCF and also serving as XCF’s prospectus (the “Proxy Statement/Prospectus”). The definitive proxy statement will be mailed to DevvStream and XCF shareholders on a record date to be established for a vote on the proposed business combination transaction and other matters as described in the Proxy Statement/Prospectus. DevvStream, XCF, and Southern may also file other documents with the SEC and Canadian securities regulatory authorities regarding the proposed transaction. This statement does not replace the proxy statement, registration statement, or prospectus, or other documents that may be filed by DevvStream and Southern (as applicable) with the SEC or Canadian securities regulatory authorities in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND DEVVSTREAM SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE PROXY STATEMENT/PROSPECTUS WHEN AVAILABLE AND ALL OTHER RELATED DOCUMENTS THAT HAVE BEEN OR WILL BE FILED BY DEVVSTREAM OR SOUTHERN WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES, AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN AVAILABLE, IN CONNECTION WITH THE PROPOSED TRANSACTION, AS THESE DOCUMENTS WILL CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

DevvStream investors and security holders can obtain copies of the Proxy Statement/Prospectus (when available) and other filings containing important information about DevvStream, Southern, and all other parties involved in this proposed transaction, without charge, at the SEC-managed website at www.sec.gov. Copies of documents filed with the SEC by (i) XCF will be available free of charge under the “Financials” tab on the “Investor” page of XCF’s website at https://xcf.global/investor-relations/financials/sec-filings/ or by contacting XCF’s Investor Relations Department at safx@xcf.global, and (ii) by DevvStream will be available free of charge upon request.