STEER Announces Private Placement of up to $3.5 Million of Convertible Debentures With Strategic Investors - Seite 3

Possible Distribution of FoodsUp Shares

The Board has considered a number of possible opportunities to enhance value for the current shareholders of the Company, and is considering, among others, the distribution of the majority of its equity position in FoodsUp to current shareholders of the Company. The Debentures to be offered under the Private Placement will not be convertible into Units unless and until STEER completes the distribution of its shares of FoodsUp to the current shareholders of the Company on a pro rata basis (the “FoodsUp Distribution”). The intention of the FoodsUp Distribution, if completed, is to maximize the value of the Common Shares held by the current shareholders of the Company without dilution of such pro rata entitlement as a result of the Private Placement. The Company is considering completion of the FoodsUp Distribution prior to, or as soon as possible after, the closing of the Private Placement. The completion of the FoodsUp Distribution, if it occurs, will be subject to the final acceptance of the TSXV, the Board, and any other approvals required under applicable laws including the policies of the TSXV.

It is anticipated that if the FoodsUp Distribution occurs, the Company will seek to distribute not more than, 78.8% of STEER’s equity interests in FoodsUp to all of the holders of the Common Shares, issued and outstanding as of the record date to be set for the FoodsUp Distribution, by way of a return of capital or other distribution on a pro rata basis. The Company has not yet determined how the FoodsUp Shares will be distributed, or if at all. It is possible that the FoodsUp Distribution will not occur on the terms or timing provided in this news release, or at all. Further details will be provided once known.

About the Company

STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company’s goal is to build a one-of-a-kind ecosystem that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company’s offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, STEER EV, and on-demand services incorporating food delivery, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company’s platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyze, parse and report on key data points in ways that measure the Company’s impact on carbon reductions and offsets.