Toronto, Ontario--(Newsfile Corp. - November 13, 2025) - Steep Hill Inc. (CSE: STPH) ("Steep Hill" or the "Company") is pleased to announce that it has entered into an amalgamation agreement (the "Amalgamation Agreement") dated effective November 12, 2025, with Good Purpose Investments Inc. ("Good Purpose") and 1561117 B.C. Ltd. ("Subco"), a wholly owned subsidiary of the Company, pursuant to which the Company will, by way of a three-cornered amalgamation and through Subco, acquire all of the issued and outstanding securities of Good Purpose, subject to the terms and conditions of the Amalgamation Agreement (the "Transaction"). The Transaction will constitute a "Fundamental Change" of the Company, as defined by the policies of Canadian Securities Exchange (the "CSE").
Good Purpose is a privately held British Columbia corporation that operates a business engaged in the manufacturing, marketing, and distribution of textiles made from recycled plastics under the trade name "Waste2Wear." Through its subsidiaries, Good Purpose develops and supplies innovative textile products utilizing proprietary material analysis and traceability technologies.
Summary of the Transaction
Pursuant to the terms of the Amalgamation Agreement, on the closing date of the Transaction, Good Purpose will amalgamate with Subco pursuant to the provisions of the Business Corporations Act (British Columbia). The amalgamated entity will continue as one corporation and will be a wholly owned subsidiary of the Company (on a post-closing basis, the Company is referred to herein as the "Resulting Issuer").
The Amalgamation Agreement provides that the Good Purpose shareholders will exchange all of the common shares of Good Purpose ("Good Purpose Shares") for post-Consolidation (as defined below) common shares of the Resulting Issuer ("Resulting Issuer Shares"), based on an exchange ratio equal to one Resulting Issuer Shares for each one Good Purpose Share (the "Exchange Ratio") to a maximum of 62,005,820 Resulting Issuer Shares. As such, the Transaction will result in a reverse takeover of the Company by the shareholders of Good Purpose upon completion of the Transaction, and the Resulting Issuer's primary business will be the business of Good Purpose.
In connection with the Transaction, the Company intends to: (i) change its name to "Good Purpose Investments Inc." or such other name as the Company and Good Purpose may mutually agree (the "Name Change"); (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the CSE; (iii) consolidate its issued and outstanding common shares on the basis of one post-consolidation common shares for every three pre-consolidation common shares of the Company (the "Consolidation"); and (iv) reconstitute its board of directors and management team as further described below.
Completion of the Transaction is subject to a number of terms and conditions customary for transactions of this nature, including, among other things, Good Purpose having completed the Good Purpose Financing (as defined below), receipt of all necessary shareholder and regulatory approvals contemplated in the Amalgamation Agreement, the execution of related transaction documents, and listing approval of the CSE.
The Transaction will constitute a "Fundamental Change", as defined by the policies of CSE, and must be approved by the CSE and the security holders of the Company prior to completion. In accordance with CSE policies, the Company will file a listing statement with the CSE regarding the Transaction, which will include disclosure regarding Good Purpose. The Company will also seek approval of the Transaction, the Name Change and the Consolidation at a meeting of the Company's shareholders. In addition, the Transaction must be approved by not less than 662/3% of the votes cast at a meeting of shareholders of Good Purpose, which will be held to consider, among other things, the Transaction.
Certain securities issued in connection with the Transaction will be subject to escrow requirements of the CSE, mutually agreed upon escrow conditions, and hold periods as required by the CSE and applicable securities laws.
Good Purpose Financing
In connection with the Transaction, Good Purpose intends to undertake a non-brokered private placement offering of Good Purpose Shares, at an effective price per Good Purpose Share that is equal to $0.40 per Resulting Issuer Share at the time of completion of the Transaction, for aggregate gross proceeds of a minimum of $3,000,000 and a maximum of $10,000,000 (the "Good Purpose Financing"). The Good Purpose Shares issued as part of the Good Purpose Financing will subsequently be exchanged for Resulting Issuer Shares in accordance with the Exchange Ratio at the time of completion of the Transaction.
Board and Management
The names and titles of the new directors and officers of the Resulting Issuer will be named in a subsequent news release once finalized.
Listing Statement
In connection with the Transaction and pursuant to the requirements of the CSE, the Company will file a listing statement in CSE Form 2A on its CSE issuer page and issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Transaction, the Company, Good Purpose, and the Resulting Issuer.
Additional Information
All information contained in this press release with respect to Good Purpose was supplied by Good Purpose, and the Company and its directors and officers have relied on Good Purpose for such information.
Trading in the common shares of the Company is currently halted and will remain halted until such time as all required documentation in connection with the Transaction has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.
None of the securities issued in connection with the Transaction will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.
About the Company
Steep Hill Inc. is a publicly traded company listed on the Canadian Securities Exchange that has no current operations and is focused on seeking and evaluating potential transactions.
For further information, please contact:
For more information, contact:
Sameet Kanade, CEO
Email: sameet.kanade@steephill.com
www.steephill.com
Tel: (647) 876-6525
Cautionary Note Regarding Forward-Looking Statements
Certain information contained herein may constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, including, but not limited to, statements regarding the anticipated completion of the transactions described herein, including the Transaction and the proposed related Consolidation and Name Change. Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development, and results of the Company's business include, among other things: failure to obtain the approvals required in order to complete the transactions described herein; failure by either the Company or Good Purpose to complete the conditions to the Transaction; and general economic and business conditions. Any statements that are not statements of historical fact are deemed to be forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release, and, except to the extent required by applicable law, the Company assumes no obligation to update or revise forward-looking statements made herein or otherwise, whether because of new information, future events, or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary note.
The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/274348
SOURCE: Steep Hill Inc.
