STEER Announces Private Placement of up to $3.5 Million of Convertible Debentures With Strategic Investors - Seite 2

The Private Placement, which is expected to close on or before February 5, 2024, or such other date as is agreeable to the parties, acting reasonably, and acceptable to the TSXV, and will not result in a change of control of STEER. The Debentures, which may not be prepaid by the Company without the prior written consent of the Investors, are a senior secured obligation, secured by a first ranking security interest in all of the assets of STEER and its subsidiaries, but excluding a pledge of the equity interests held by STEER in FoodsUp Inc. (“FoodsUp”), a subsidiary entity in which the Company, indirectly through its wholly-owned subsidiary, Food Highway, owns a 62.5% interest, which is subject to a call option held by FoodGrowup Partner Group (“FoodGrowup”) that, once vested, provides FoodGrowup with the right to purchase 12% of STEER’s equity interest in FoodsUp, being 7,500 shares of FoodsUp, at a price of $0.01 per share (the “Call Option”). The Call Option is subject to vesting and exercise conditions previously disclosed in the Company’s press release dated March 24, 2023.

The proceeds from the Private Placement are expected to be used by the Company for working capital and general corporate purposes.

On the closing date of the Private Placement, the board of directors of the Company (the “Board”) shall be reconstituted through the appointment of two new director nominees to be selected by the Investors and subject to the approval of the TSXV. It is expected that two current directors of the Company will resign and be replaced by one nominee of each of ESG and Arichandran, who are expected to be Praveen Arichandran and Qamar Qureshi. No changes to the senior management team of the Company are expected to occur. Further information regarding the proposed director nominees of the Investors will be provided at a later date.

Closing of the Private Placement remains subject to the satisfaction of certain customary conditions, including, but not limited to, the approval of the TSX Venture Exchange (the “TSXV”).

Today, Junaid Razvi, CEO and Chairman of the Board of STEER said: “We are thrilled to announce an important milestone in STEER’s journey and confirm the execution of a binding offer letter with a group of strategic investors. This is a pivotal step that doubles down on the Company’s commitment to delivering value to its stakeholders. As we turn the page to a new chapter, our unwavering focus is on returning this value to our loyal shareholders and channeling the newfound resources towards further enhancing our capabilities and solidifying our position as a pure play ESG, shared economy, and gig platform powerhouse. As we navigate this transformative phase, we invite our shareholders, partners, and stakeholders to join us on this journey. Together we will continue to shape a future where innovation meets sustainability, creating lasting value for all.”