DEV.L Regulatory News (DEV)

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Update re Aldebaron Partnership

and

Notice of Results

Dev Clever, a leading developer of online and immersive career guidance, learning and development platforms, is pleased to provide the following updates.

Update re Aldebaron Partnership

On 21 June 2021, the Company announced that it had entered into a tactical partnership agreement with Aldebaron DMCC ("Aldebaron") to accelerate its rollout plan in Asian territories. The partnership included an undertaking by Aldebaron to provide Dev Clever with minimum revenue of US$50m over the four financial years ending 31 October 2024. This included initial revenue of US$5m for the year ended 31 October 2021, following proof of concept.

On 28 April 2022, the Company confirmed that it was in negotiations with Aldebaron to move the partnership agreement to a permanent Joint Venture ("JV"). As a result of the significant financial nature of the Aldebaron relationship and obligations, the Company was unable to finalise the audited accounts for the year ended 31 October 2021 until these negotiations had been concluded. 

As the JV talks progressed, it became clear that an alternative strategy would be in the best interests of Dev Clever, as Aldebaron required exclusive distribution rights to the Group's immersive STEM-based learning library and the Launchmycareer.com platform to other global territories, not just the Asian territories, as set out within the original partnership agreement. Consequently, it has been mutually agreed that the agreement will be terminated, subject to completion of all obligations under the initial proof of concept phase. This releases Aldebaron from the balance of its revenue obligations and returns the distribution rights for the Asian territories to Dev Clever.

The Board believes that by retaining its rights on a global basis, and therefore maintaining its ability to enter into individual agreements with international partners, the Company will be able to take advantage of opportunities faster and create more value for its shareholders. Initial discussions have commenced with a number of potential partners in international territories.

The Company has agreed to issue Aldebaron or its nominees with up to 37,885,931 warrants exercisable at 1p per share for a period of 18 months from the date of issue as compensation for returning the distribution rights for the Asian territories, subject to fulfilment of all obligations relating to the initial proof of concept phase. At the same time, Chris Jeffries, CEO of Dev Clever, has agreed to forfeit his existing right to convert his outstanding loan notes into 37,885,931 shares at 1p per share, meaning there will be no additional dilution to existing shareholders in the event that Aldebaron exercises the warrants in full. The other terms of Chris Jeffries' outstanding loan notes remain unchanged, such that, unless previously repaid, the loan notes will be redeemed at par by the Company on 20 January 2025.

Notice of Results

Following the termination of the Aldebaron partnership agreement, the Company is now finalising the audited accounts for the year ended 31 October 2021 and expects to publish in August 2022.

Chris Jeffries, CEO of Dev Clever, commented: "We are pleased to have concluded our relationship with Aldebaron to enable the Company to maximise its global opportunities. This now gives Veative a blank canvas to roll out our STEM-based library and the Launchmycareer.com platform in our key initial target territories around the world. Conversations have already commenced with a number of potential partners across international territories, and we will update further as sales of our suite of products continue to grow."

-ENDS-

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Notes to Editors:

About Dev Clever

Dev Clever Holdings plc, together with its wholly owned subsidiaries, is a software and technology group based in Stafford, United Kingdom, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core Educate platforms.

Dev Clever aims to reduce the global skills shortage by delivering an enhanced careers guidance service via its online platforms, Launchmycareer.com and Launchyourcareer.com, and virtual reality software (Victar VR). The business has established a global partnership with Lenovo to roll out its service worldwide, with offerings already on the market in the UK, US, and Canada. Dev Clever is also focused on the Indian market and has partnered with its National Independent Schools Alliance (NISA) and content provider Veative to provide a comprehensive service offering within Indian budget private schools. Through this, the business has been developing and has launched a direct-to-consumer offering in India.

For further information, please visit www.devcleverholdingsplc.com