Toronto, Ontario--(Newsfile Corp. - December 19, 2025) - Steep Hill Inc. (CSE: STPH) ("Steep Hill" or the "Company") is pleased to provide an update on its ongoing transaction with Good Purpose Investments Inc. ("Good Purpose"). 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.
Steep Hill previously entered into an amalgamation agreement (the "Amalgamation Agreement") dated effective November 12, 2025, with 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").
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 Company has reached an agreement with Good Purpose to amend the Amalgamation Agreement such that 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 30,818,614 Resulting Issuer Shares.
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 six 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.
Resulting Issuer Business
The Transaction will result in a reverse takeover of the Company by the shareholders of Good Purpose upon completion. Following completion of the Transaction, the Resulting Issuer is expected to be listed on the CSE as an investment issuer with objective of generating long term value by developing and acquiring businesses that offer meaningful environmental impact, commercial viability, and the ability to scale responsibly.
Good Purpose Financing
In connection with the Transaction, Good Purpose intends to undertake a non-brokered private placement offering of subscription receipts (each, a "Good Purpose Receipt"), at a price of $0.75 per Good Purpose Receipt, for aggregate gross proceeds of a minimum of $3,000,000 and a maximum of $10,000,000 (the "Good Purpose Financing").
Funds from the Good Purpose Financing will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, each Good Purpose Receipt will be converted into one Good Purchase Share and the funds will be released to Good Purpose. The Good Purpose Shares issued upon conversion of the Good Purpose Receipts 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
Upon completion of the Transaction, and subject to the approval of the CSE, the directors and management of the Company are expected to be reconstituted to consist of the following:
George Tsogas, Chief Executive Officer
George Tsogas is the Chief Executive Officer of Good Purpose and brings over twenty years of retail, logistics, and operational leadership experience to the Company. Mr. Tsogas completed his Operations Management Diploma at BCIT in 2003 and began his professional career at lululemon, working within logistics and supply-chain functions. Over his twelve year tenure, he progressed through roles of increasing responsibility and ultimately served as Vice President, Global Logistics, overseeing international operations and infrastructure development.
In 2015, Mr. Tsogas joined Kit and Ace as Head of Logistics, Product Management, and Retail Operations. In 2017, he assumed ownership of the company and served as Chief Executive Officer, overseeing corporate strategy, brand management, and operational execution within the technical apparel sector.
George's experience includes scaling logistics platforms, managing global vendor networks, and leading large cross-functional teams. He has also been involved in leadership development initiatives and mentorship within the retail and consumer sectors.
Melissa Kinnoch, Chief Financial Officer
Melissa Kinnoch is an experienced CFO with fifteen years in finance and accounting, having held roles at Ernst & Young, lululemon, and Kit and Ace. Her financial background, combined with business ownership experience, provides both technical expertise and an entrepreneurial perspective.
She has led financial strategy and planning functions that support long-term operational and commercial objectives. During her tenure as co-owner of Kit and Ace, the business achieved year-over-year EBITDA improvement, reflecting disciplined planning, budgeting, and resource allocation.
Melissa's capabilities span financial planning and analysis, including budgeting, forecasting, financial modeling, and delivery of financial insights to executive stakeholders. Her communication and collaboration skills support effective leadership and cross-functional coordination. Her experience includes oversight of financial systems and IT migrations, supported by an understanding of financial technology and data-management processes. Melissa's background across retail and ecommerce provides operational insight relevant to growth-oriented organizations.
Monique Maissan, Chief Development Officer and Director
Monique Maissan is the Founder of Waste2Wear and serves as Chief Development Officer and a member of the Board of Directors of Good Purpose. She also serves on the Board of Directors of Delterra, a global environmental organization originally founded by McKinsey & Company to advance circular and sustainable waste-management systems worldwide.
Monique has more than 25 years of experience in textiles, manufacturing, and sustainable product development. She established Waste2Wear to commercialize recycled textile solutions and has led the company from early R&D and material development through to international operations, supply-chain formation, and brand partnerships.
Her background includes extensive work in recycled-fiber innovation, manufacturing oversight across multiple jurisdictions, and the implementation of traceability and verification technologies in textile production. Prior to founding Waste2Wear, Monique held leadership positions in textile sourcing and product development across Europe and Asia. Monique contributes deep sector knowledge in sustainability, materials innovation, and global supply-chain management to Good Purpose's long-term strategy and platform development.
Max Whiffin, Director
Max Whiffin leads corporate development at NorthBay Capital, a merchant banking firm based in Vancouver. In this role, Max supports portfolio companies on corporate finance, business development, capital planning, and public-market advisory. His work includes transaction preparation, investor engagement, and strategic planning across multiple sectors, including sustainability, consumer products, and healthcare technology.
He has been involved in structuring and supporting early-stage and growth-stage companies through equity financings and go-public readiness initiatives, including listing preparation, disclosure development, and capital-markets strategy. Max works closely with management teams on operational planning, presentation materials, and due-diligence processes.
He holds a bachelor's degree from the University of British Columbia, with specializations in Urban Studies and Economic Geography.
Hani Zabaneh, Director
Hani Zabaneh is a business consultant specializing in growth funding, mergers and acquisitions, and transitioning companies to public markets. For over twenty years, Hani has held both officer and board positions in numerous public companies. Hani currently sits on several boards of public companies.
Previously, Hani was the Vice President of Corporate Development at Eventbase Technology Inc., where he played a key role in securing Series A financing from a U.S.-based venture capital firm. He was also Vice President of Administration at MetroBridge Networks Corp., managing its transition to a public company and subsequently leading its sale to a major industry participant. In addition, Hani held the position of Chief Operating Officer at StockHouse Media Corp, overseeing a workforce of more than 200 employees across eight offices worldwide.
Sameet Kanade, Director
Sameet Kanade is an experienced business executive, who has served as Chief Executive Officer of the Steep Hill since February 2022. He holds an MBA from Rotman School of Management, University of Toronto, and is an Associate member of the Institute of Chartered Accountants of India. Post-MBA, Mr. Kanade worked at several independent investment banks in Toronto, within the equity research and investment banking departments. He has acted as advisor to several start-ups in the areas of capital markets, strategy and resource planning and optimization.
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 more information, contact:
Sameet Kanade, CEO
Email: sameet.kanade@steephill.com
www.steephill.com
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/278731
Source: Steep Hill Inc.
