Steep Hill Announces Closing of Debt Settlement

• The most recent release (May 6, 2026) confirms the closing of a debt settlement involving $79,278.00 owed to non-arm's length creditors.
• Settlement was executed via issuance of 1,321,300 common shares at $0.06 per share.
• Transaction is classified as a related party transaction involving company insiders.
• Newly issued shares are subject to a four-month hold period.
• Regulatory exemptions were utilized under Multilateral Instrument 61-101 for valuation and minority shareholder approval.
• Historical context shows an announced amalgamation with Good Purpose Investments Inc. (Nov/Dec 2025) intended to pivot the company into sustainable textiles via a reverse takeover.
• The RTO announcement included conflicting share consolidation ratios (1-for-3 in Nov vs 1-for-6 in Dec amendment).
• A private placement financing target of $3M-$10M was announced at effective prices ranging from $0.40 to $0.75 per share, significantly higher than current trading levels.

• The debt settlement closing is immaterial relative to the company's size and the pending RTO transaction value ($3M-$10M target).
• Issuing equity to settle insider debt signals liquidity constraints rather than operational strength; cash was unavailable to pay creditors, necessitating dilution.
• The $0.06 issuance price aligns with current market trading ($0.05), indicating no premium or discount at the time of settlement, but confirms ongoing reliance on equity for balance sheet maintenance.
• No confirmation in May 2026 news that the Good Purpose Investments amalgamation has closed; the transaction remains pending since November 2025.
• The discrepancy between private placement pricing ($0.40-$0.75) and public trading price ($0.05) suggests market skepticism regarding the valuation of the new business model or the feasibility of raising capital at those terms.
• Risk of further dilution remains high as the company continues to manage cash flow through equity issuance rather than revenue generation.

• Current Entity: Steep Hill Inc., a shell company listed on the CSE.
• Flagship Project: Proposed amalgamation with Good Purpose Investments Inc. to transition into the sustainable textile business sector.
• Business Pivot: Historically associated with cannabis testing (Steep Hill legacy), now attempting to rebrand as an investment vehicle for textiles via reverse takeover.
• Development Status: Transaction announced November 2025; amended December 2025; closing status remains pending as of May 2026.
• Management Change: Proposed CEO George Tsogas (Good Purpose) and CFO Melissa Kinnoch to replace current Steep Hill management upon closing.