On 21 June 2021, Dev Clever Holdings Plc announced that it had entered into a tactical partnership agreement with Aldebaron DMCC to accelerate its rollout plan in Asian territories. The partnership included an undertaking by Aldebaron to provide Dev Clever with minimum revenue of USD 50 million over the four financial years ending 31 October 2024. This included initial revenue of USD 5 million 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.