Mr. George Tsogas reports
STEEP HILL INC. ANNOUNCES COMPLETION OF AMALGAMATION WITH GOOD PURPOSE INVESTMENTS INC., CHANGE OF NAME AND LISTING ON THE CSE
Steep Hill Inc. and Good Purpose Investments Inc. (GPI) completed their previously announced amalgamation effective May 14, 2026, pursuant to an amalgamation agreement dated Nov. 12, 2025, as amended from time to time with and 1561117 B.C. Ltd. (Subco), a wholly owned subsidiary of the company. Pursuant to the amalgamation agreement the company has, by way of a three-cornered amalgamation, acquired all of the issued and outstanding securities of GPI, subject to the terms and conditions of the amalgamation agreement.
In accordance with the terms of the amalgamation agreement, GPI amalgamated with Subco pursuant to the provisions of the Business Corporations Act (British Columbia). The amalgamated entity continued as one corporation and remains a wholly owned subsidiary of the company following the closing of the transaction. GPI shareholders exchanged their common shares of GPI for common shares of the company automatically and without the need to provide any letter of transmittal, based on an exchange ratio equal to one common shares for each one GPI share which resulted in, upon completion of the transaction, 7.36 per cent of the common shares being held by shareholders of the company and 92.64 per cent of the common shares being held by GPI shareholders.
The transaction constitutes a "fundamental change" pursuant to Policy 8 -- Fundamental Changes and Changes of Business of the Canadian Securities Exchange. Immediately following the closing of the transaction, the company changed its name to Good Purpose Investments Inc. The common shares are expected to commence trading on the CSE under the new name and the new ticker symbol GPIN as of market open on May 19, 2026. The new Cusip is 38211A102 and the new ISIN is CA38211A1021.
Certain common shares are subject to the escrow policies of the CSE and applicable securities laws and will be released incrementally over multiple periods from the date of listing on the CSE, all as further described in the Form 2A -- Listing Statement.
For further information regarding the transaction, readers are encouraged to review the listing statement prepared by the company in support of the transaction, a copy of which is available under the company's profile on SEDAR+.
Board of directors and management
Concurrently with closing, the board of directors of the company was reconstituted to consist of Monique Maissan, Max Whiffin, Hani Zabaneh and Sameet Kanade. George Tsogas has been appointed chief executive officer of the company, Melissa Kinnoch has been appointed chief financial officer and corporate secretary of the company, Monique Maissan has been appointed chief development officer of the company and Max Whiffin has been appointed vice-president, corporate development, of the company.
Financings
As previously disclosed in the company's news release dated Dec. 19, 2025, GPI completed a non-brokered private placement of 4,021,368 units of GPI at a price of 75 cents per unit, for aggregate gross proceeds of $3,016,026. In connection with the closing, each unit was automatically converted, without payment of any additional consideration and immediately after completion of the transaction, and pursuant to the terms of the transaction, for one common share and one company warrant. Each full warrant is exercisable into one common share at an exercise price equal to $1.25 for a period of 12 months following issuance. The common shares and warrants are not subject to any resale restrictions following completion of the transaction.
GPI also completed a non-brokered private placement of 10,968,332 GPI shares at a price of 15 cents per GPI share for aggregate gross proceeds of $1,645,249.80.
In aggregate, the company raised gross proceeds of approximately $4,661,275.80 from the financings, which will be used to advance certain business milestones and for working capital purposes.
Grant of stock options
Concurrently with closing, the company granted an aggregate of 2,104,302 stock options to certain directors, officers and consultants of the company. Each of the stock options will be exercisable into one common share at a price of 75 cents until May 14, 2031.
About the company
Good Purpose Investments is a sustainability-focused company that acquires, develops and scales environmentally aligned businesses operating across circular materials, sustainable manufacturing technologies and next-generation consumer product categories.
We seek Safe Harbor.
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