Steep Hill Announces Amalgamation Agreement with Good Purpose Investments

Toronto, Ontario--(Newsfile Corp. - November 13, 2025) - Steep Hill Inc. (CSE: STPH) ("Steep Hill" or the "Company") is pleased to announce that it has entered into an amalgamation agreement (the "Amalgamation Agreement") dated effective November 12, 2025, with Good Purpose Investments Inc. ("Good Purpose") and 1561117 B.C. Ltd. ("Subco"), a wholly owned subsidiary of the Company, pursuant to which the Company will, by way of a three-cornered amalgamation and through Subco, acquire all of the issued and outstanding securities of Good Purpose, subject to the terms and conditions of the Amalgamation Agreement (the "Transaction"). The Transaction will constitute a "Fundamental Change" of the Company, as defined by the policies of Canadian Securities Exchange (the "CSE").

Good Purpose is a privately held British Columbia corporation that operates a business engaged in the manufacturing, marketing, and distribution of textiles made from recycled plastics under the trade name "Waste2Wear." Through its subsidiaries, Good Purpose develops and supplies innovative textile products utilizing proprietary material analysis and traceability technologies.

Summary of the Transaction

Pursuant to the terms of the Amalgamation Agreement, on the closing date of the Transaction, Good Purpose will amalgamate with Subco pursuant to the provisions of the Business Corporations Act (British Columbia). The amalgamated entity will continue as one corporation and will be a wholly owned subsidiary of the Company (on a post-closing basis, the Company is referred to herein as the "Resulting Issuer").

The Amalgamation Agreement provides that the Good Purpose shareholders will exchange all of the common shares of Good Purpose ("Good Purpose Shares") for post-Consolidation (as defined below) common shares of the Resulting Issuer ("Resulting Issuer Shares"), based on an exchange ratio equal to one Resulting Issuer Shares for each one Good Purpose Share (the "Exchange Ratio") to a maximum of 62,005,820 Resulting Issuer Shares. As such, the Transaction will result in a reverse takeover of the Company by the shareholders of Good Purpose upon completion of the Transaction, and the Resulting Issuer's primary business will be the business of Good Purpose.