Steep Hill Announces Amalgamation Agreement with Good Purpose Investments

Executive Summary

• Steep Hill Inc. entered into an amalgamation agreement to acquire Good Purpose Investments Inc., resulting in a reverse takeover that will make Good Purpose’s textile business the primary operation of the combined entity.
• The transaction includes a name change to “Good Purpose Investments Inc.”, a ticker symbol change, and a 1‑for‑3 share consolidation of Steep Hill’s existing shares.
• A concurrent private placement (the “Good Purpose Financing”) will raise $3 M–$10 M at an effective price of $0.40 per resulting issuer share to fund the transaction.

Key Details

• Amalgamation Structure: Three‑cornered amalgamation where Good Purpose merges with Steep Hill’s wholly owned subsidiary (Subco); the merged entity becomes a wholly owned subsidiary of Steep Hill (the “Resulting Issuer”).
• Exchange Ratio: 1 Resulting Issuer share for each Good Purpose share, up to a maximum of 62,005,820 Resulting Issuer shares. This creates a reverse takeover by Good Purpose shareholders.
• Fundamental Change: The transaction qualifies as a “Fundamental Change” under CSE policy and requires approval from both the CSE and security holders of Steep Hill (≥66 % of Good Purpose votes).
• Name & Ticker Changes: Post‑closing, the company intends to rename itself “Good Purpose Investments Inc.” and adopt a new ticker symbol pending CSE acceptance.
• Share Consolidation: One post‑consolidation share will replace every three pre‑consolidation Steep Hill shares.
• Board Reconstitution: The board of directors and management team will be reconstituted; details to be disclosed in a subsequent release.
• Good Purpose Financing (Private Placement):
• Non‑brokered private placement of Good Purpose Shares.
• Effective price: $0.40 per Resulting Issuer share at closing.
• Gross proceeds target: minimum $3 M, maximum $10 M.
• Shares issued will be exchanged for Resulting Issuer shares under the same exchange ratio.
• Regulatory Steps:
• Filing of a CSE Form 2A listing statement with details of the transaction.
• Shareholder meeting to approve the amalgamation, name change, and consolidation.
• Trading of Steep Hill’s common shares is halted pending completion of required filings and CSE permission to resume trading.
• U.S. Securities Law Disclaimer: No securities issued in connection with the transaction are registered under the U.S. Securities Act; they may not be offered or sold in the United States absent exemption or registration.

Notable Quotes

• “This transaction represents a transformative step for Steep Hill, positioning us within an innovative, sustainable textile business and delivering significant value to our shareholders.” – Sameet Kanade, CEO, Steep Hill Inc.