STEER Announces Private Placement of up to $3.5 Million of Convertible Debentures With Strategic Investors

STEER Technologies Inc. (“STEER” or the “Company”) (TSXV: STER), (OTCQX: STEEF), an integrated ESG technology platform, is pleased to announce that it has entered into a binding offer letter with a group of arm’s length Investors (as defined herein), providing for the purchase and sale of secured convertible debentures of the Company (the “Debentures”) in the principal amount of a minimum of C$3,000,000 and up to a maximum of C$3,536,400 (the “Private Placement”).

Each Debenture will be convertible, at a conversion price of $0.06 and at the sole option of the holder, at any time after the completion of the FoodsUp Distribution (as defined below), into units of the Company (each, a “Unit”). Each Unit will be comprised of one (1) common share in the capital of the Company (a “Common Share”) and one (1) Common Share purchase warrant (a “Warrant”), which may be exercised into one (1) Common Share at $0.06 (as requested herein) for a period of 12 months from the date of issue. The Debentures will mature on the date that is 12 months from the date of issue (the “Maturity Date”) and accrue interest daily at the rate of 12.0% per annum, calculated on the basis of a 365-day year for the actual number of days elapsed and compounded monthly from the date of issue until conversion or payment in full, both before and after the Maturity Date. Accrued interest shall be paid, at the holder’s sole option and discretion, in cash or by way of a shares for debt transaction. Any payment of accrued interest as shares for debt shall be subject to the TSXV approval.

The Private Placement will be made to certain subscribers, which are expected to be ESG Holdings Inc. (“ESG”), Arichandran Investments Inc. (“Arichandran”) and one or more additional investors (such additional investors, collectively with ESG and Arichandran, the “Investors”). In no case shall any single Investor subscribe for Debentures which, on conversion, would result in such Investor holding more than 19.99% of the total issued and outstanding Common Shares on a partially-diluted basis (i.e., inclusive of the exercise of the Warrants (as defined herein) attaching to the Debentures). In addition, the aggregate number of Common Shares reserved for issuance pursuant to the Private Placement shall not exceed 117,880,000 Common Shares. No single Investor will own or control, directly or indirectly, over 19.99% of the Common Shares (on a partially diluted basis).