Steep Hill Provides Update on Transaction with Good Purpose Investments

Executive Summary

• Steep Hill Inc. announced an amended amalgamation agreement with Good Purpose Investments Inc. and its subsidiary Subco, outlining the exchange of Good Purpose shares for post‑consolidation Steep Hill shares (1:1) up to 30,818,614 shares.
• The transaction will trigger a “Fundamental Change,” requiring CSE and shareholder approvals; upon completion Steep Hill will rename itself “Good Purpose Investments Inc.”, consolidate its share structure (6 old shares → 1 new share), and reconstitute its board and senior management.
• Good Purpose intends to raise $3 M–$10 M via a private placement of subscription receipts at $0.75 each; proceeds will be held in escrow until the amalgamation closes.

Key Details

• Amalgamation Structure:
• Three‑cornered amalgamation: Steep Hill (via Subco) + Good Purpose + Subco → resulting issuer, a wholly‑owned subsidiary of Steep Hill.

• Exchange Ratio: 1 Resulting Issuer share for each Good Purpose share (maximum 30,818,614 shares).

• Corporate Actions Post‑Closing:

• Name Change to “Good Purpose Investments Inc.” (or mutually agreed alternative).
• Ticker Symbol to be determined and approved by the CSE.
• Share Consolidation: 1 post‑consolidation share for every 6 pre‑consolidation Steep Hill shares.

• Board & Management Reconstitution:

  • CEO – George Tsogas (Good Purpose)
  • CFO – Melissa Kinnoch
  • Chief Development Officer/Director – Monique Maissan
  • Directors: Max Whiffin, Hani Zabaneh, Sameet Kanade (Steep Hill CEO).

• Regulatory & Shareholder Approvals:

• CSE listing statement (Form 2A) to be filed detailing the transaction.
• Approval required from Steep Hill shareholders for the Transaction, Name Change, and Consolidation.

• Good Purpose shareholders must approve by at least 66 % of votes cast at their special meeting.

• Good Purpose Financing (Private Placement):

• Subscription receipts (“Good Purpose Receipts”) priced at $0.75 each.
• Target gross proceeds: minimum $3 M, maximum $10 M.
• Receipts convert to Good Purchase Shares immediately before closing; those shares are then exchanged for Resulting Issuer shares per the 1:1 ratio.

• Funds held in escrow until transaction completion.

• Escrow & Securities Law Considerations:

• Certain securities issued will be subject to CSE‑mandated escrow conditions and hold periods.

• No U.S. registration; securities may not be offered or sold in the United States absent exemption.

• Trading Halt:

• Steep Hill’s common shares are halted pending filing of required documentation with the CSE and receipt of permission to resume trading.

Notable Quotes

(No direct quotes were provided in the release.)