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

Parties Clarify That the Business Combination Agreement Remains in Full Force and Effect; Form S-4 Registration Statement Expected to Be Filed in the Coming Weeks

CALGARY, Alberta -- DevvStream Corp. (NASDAQ: DEVS) ("DevvStream" or the "Company"), XCF Global, Inc. (NASDAQ: SAFX) ("XCF"), and Southern Energy Renewables Inc. ("Southern") (together, the "Parties") wish to clarify recent media coverage that mischaracterized a current report on Form 8-K filed by DevvStream with the U.S. Securities and Exchange Commission (the "SEC") on May 18, 2026 (the "8-K").

The 8-K reported, among other things, that DevvStream had received fairness opinions in connection with the proposed three-party business combination and that the original Agreement and Plan of Merger between DevvStream and Southern, dated December 3, 2025 (the "Prior Merger Agreement"), had automatically terminated. As disclosed in the 8-K, the Prior Merger Agreement survived the execution of the Business Combination Agreement (the "BCA"), entered into on April 13, 2026 by and among DevvStream, XCF, and Southern. However, the BCA expressly provided that, upon expiration of the Fairness Opinion Termination Rights set forth in the BCA -- which occurred upon receipt of the required fairness opinions by DevvStream and XCF-- the Prior Merger Agreement would automatically terminate without any liability or ongoing obligation to any party. The Parties have confirmed that this automatic termination has occurred in accordance with the terms of the BCA. The termination of the Prior Merger Agreement was a mechanical contractual step required under the BCA framework, not a decision by any party to withdraw from the proposed combination.

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The BCA among DevvStream, XCF, and Southern remains in full force and effect. The Parties continue to work diligently toward completing the proposed combination and expect to file a registration statement on Form S-4 with the SEC in the coming weeks. The Form S-4 filing is a key step toward obtaining SEC effectiveness and the required shareholder approvals necessary to close the proposed combination.

ABOUT DEVVSTREAM CORP.

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

ABOUT XCF GLOBAL, INC.

XCF Global, Inc. (NASDAQ: SAFX) is a U.S.-based producer of renewable diesel and sustainable aviation fuel ("SAF") focused on decarbonizing transportation while supporting domestic fuel supply and energy security. XCF’s flagship facility, New Rise Renewables Reno, has a permitted nameplate production capacity of 38 million gallons per year. XCF is working to advance a pipeline of potential expansion opportunities in Nevada, North Carolina, and Florida, and to build partnerships across the energy and transportation sectors to scale renewable fuels production. XCF is listed on the Nasdaq Capital Market and trades under the ticker, SAFX.

ABOUT SOUTHERN ENERGY RENEWABLES INC.

Southern Energy Renewables Inc. is a U.S.-based clean fuels, chemicals, technology, and products developer focused on advancing large-scale biomass-to-fuels projects, including sustainable aviation fuel and green methanol.