STEER Provides Update on Settlement Agreement with the Ontario Securities Commission

STEER Technologies Inc. (“STEER” or the “Company”) (TSXV: STER) (OTCQX: STEEF), an integrated ESG technology platform, would like to provide an update that, further to its press release dated May 3, 2023, Staff of the Ontario Securities Commission (the “OSC”) today held a Tribunal Hearing related to its Settlement Agreement (the “Agreement”) with STEER and proceeded to approve said Agreement so as to serve the public interest.

The Agreement resolves issues primarily relating to the Company’s continuous disclosure between April 2020 and January 2021 (the “Material Time”) and specifically resolved (i) six news releases issued by the Company during the Material Time that did not contain adequate disclosure regarding the capabilities and consumer readiness of its COVID-19 digital contact-tracing platform, TraceSCAN, (ii) that the Company failed to correct forward-looking information contained in a news release after it had become clear that the information was inaccurate, (iii) that the Company’s corrective news release prepared on OSC’s request as part of Continuous Disclosure Review in April, 2021, did not achieve the intended effect of clarifying the development stages of TraceSCAN throughout 2020 and (iv) that the Company did not explain the change in the anticipated TraceSCAN V2 release in its Management Discussion and Analysis (“MD&A”) for the three months ended March 31, 2021. Moreover, the Agreement resolves issues relating to the Company’s relationship with Medtronics Online Solutions Ltd. (“Medtronics”), specifically the fact that STEER did not take steps to stop an entity directly related to Medtronics from releasing overly promotional content about STEER before and during STEER’s relationship with Medtronics. STEER acknowledges that engaging in the conduct described above resulted in non-compliance with Ontario Securities Law and conduct contrary to the public interest.

STEER and its management are committed to meeting corporate disclosure standards and regret that they did not satisfy such standards during the Material Time. As a result of the inquiry by OSC Staff, the Company has already taken steps to improve its continuous disclosure. Under the terms of the Agreement, the Company will take several additional steps to comply with its continuous disclosure requirements.

Pursuant to the Agreement, STEER has agreed to pay an administrative penalty in the amount of $300,000, institute a number of requirements of its Disclosure Committee, submit its disclosure policies, governance framework and quarterly reviews of disclosure practices to a review by a consultant acceptable to the OSC, and pay the costs of the OSC investigation in the amount of $40,000. Moreover, Sayan Navaratnam, STEER’s CEO and Chairman of the Board during Material Time, has agreed to pay an administrative penalty in the amount of $75, 000, complete a course on disclosure issues satisfactory to the OSC, be prohibited from becoming or acting as a director of a reporting issuer, other than STEER and its affiliates, for three years, and pay the costs of the OSC investigation in the amount of $15,000; Suman Pushparajah, STEER’s COO and leader of “Facedrive Health”, a division which oversaw the development of TraceSCAN, has agreed to make a voluntary payment to the OSC in the amount of $50,000, be prohibited from certifying an interim or annual filing until he has completed the course on disclosure issues satisfactory to the OSC, be prohibited from becoming or acting as a director of a reporting issuer, other than STEER and its affiliates, for two years, and pay the costs of the OSC investigation in the amount of $15,000; and Junaid Razvi, the Chair of STEER’s Disclosure Committee, as well as Director, Vice President and Corporate Secretary of STEER during the Material Time, has agreed to pay an administrative penalty in the amount of $40,000, complete a course on disclosure issues satisfactory to the OSC, be prohibited from becoming or acting as a director of a reporting issuer, other than STEER and its affiliates, for two years, and pay the costs of the OSC investigation in the amount of $15,000.