Vancouver, British Columbia--(Newsfile Corp. - May 15, 2026) - Good Purpose Investments Inc. (CSE: STPH) (formerly, Steep Hill Inc.) ("Good Purpose" or the "Company") is pleased to announce that it has completed its previously announced amalgamation effective May 14, 2026 pursuant to an amalgamation agreement dated November 12, 2025 as amended from time to time (the "Amalgamation Agreement") with Good Purpose Investments Inc. ("GPI") and 1561117 B.C. Ltd. ("Subco"), a wholly owned subsidiary of the Company. Pursuant to the Amalgamation Agreement the Company has, by way of a three-cornered amalgamation, acquired all of the issued and outstanding securities of GPI, subject to the terms and conditions of the Amalgamation Agreement (the "Transaction").

In accordance with the terms of the Amalgamation Agreement, GPI amalgamated with Subco pursuant to the provisions of the Business Corporations Act (British Columbia). The amalgamated entity continued as one corporation and remains a wholly-owned subsidiary of the Company following the closing of the Transaction. GPI shareholders exchanged their common shares of GPI ("GPI Shares") for common shares of the Company (the "Common Shares") automatically and without the need to provide any letter of transmittal, based on an exchange ratio equal to one Common Shares for each one GPI Share (the "Exchange Ratio") which resulted in, upon completion of the Transaction, 7.36% of the Common Shares being held by shareholders of the Company and 92.64% of the Common Shares being held by GPI shareholders.

The Transaction constitutes a "fundamental change" pursuant to Policy 8 - Fundamental Changes and Changes of Business of the Canadian Securities Exchange (the "CSE"). Immediately following the closing of the Transaction (the "Closing"), the Company changed its name to Good Purpose Investments Inc. The Common Shares are expected to commence trading on the CSE under the new name and the new ticker symbol "GPIN" as of market open on May 19, 2026. The new CUSIP is 38211A102 and the new ISIN is CA38211A1021.

Certain Common Shares are subject to the escrow policies of the CSE and applicable securities laws and will be released incrementally over multiple periods from the date of listing on the CSE, all as further described in the Form 2A - Listing Statement (the "Listing Statement").

For further information regarding the Transaction, readers are encouraged to review the Listing Statement prepared by the Company in support of the Transaction, a copy of which is available under the Company's profile on SEDAR+ (www.sedarplus.ca).

Board of Directors and Management

Concurrently with Closing, the board of directors of the Company was reconstituted to consist of Monique Maissan, Max Whiffin, Hani Zabaneh and Sameet Kanade. George Tsogas has been appointed Chief Executive Officer of the Company, Melissa Kinnoch has been appointed Chief Financial Officer and Corporate Secretary of the Company, Monique Maissan has been appointed Chief Development Officer of the Company and Max Whiffin has been appointed Vice President, Corporate Development of the Company.

Financings

As previously disclosed in the Company's news release dated December 19, 2025, GPI completed a non-brokered private placement of 4,021,368 units of GPI (the "Units") at a price of $0.75 per Unit, for aggregate gross proceeds of $3,016,026 (the "Unit Financing"). In connection with the Closing, each Unit was automatically converted, without payment of any additional consideration and immediately after completion of the Transaction, and pursuant to the terms of the Transaction, for one (1) Common Share and one (1) Company warrant (each, a "Warrant"). Each full Warrant is exercisable into one Common Share at an exercise price equal to $1.25 for a period of twelve months following issuance. The Common Shares and Warrants are not subject to any resale restrictions following completion of the Transaction.

GPI also completed a non-brokered private placement of 10,968,332 GPI Shares at a price of $0.15 per GPI Share, for aggregate gross proceeds of $1,645,249.80 (the "Financing", and together with the Unit Financing, the "Financings").

In aggregate, the Company raised gross proceeds of approximately $4,661,275.80 from the Financings, which will be used to advance certain business milestones and for working capital purposes.

Grant of Stock Options

Concurrently with Closing, the Company granted an aggregate of 2,104,302 stock options to certain directors, officers and consultants of the Company. Each of the stock options will be exercisable into one Common Share at a price of $0.75 until May 14, 2031.

About the Company

Good Purpose Investments Inc. is a sustainability-focused company that acquires, develops, and scales environmentally aligned businesses operating across circular materials, sustainable manufacturing technologies, and next-generation consumer product categories. The Company's aims to build a diversified portfolio of operating businesses and internally developed brands, including its current flagship business "Waste2Wear", supported by shared services, integrated commercial capabilities, and a centralized research and development function.

Additional Information

None of the securities issued in connection with the Transaction will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such an offer, solicitation, or sale would be unlawful.

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the business plans of the Company and the listing of the Company on the CSE.

Such forward-looking statements are based on a number of assumptions of the management of the Company, including, without limitation, that the Company will begin trading on the CSE on May 19, 2026, the Company's use of proceeds from the Transaction, and that there will be no adverse changes in applicable regulations or CSE policies that impact the Transaction.

Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation, that the completion of the Transaction may be adversely impacted by changes in legislation, changes in CSE policies, political instability or general market conditions, risks relating to the current global trade war, the Company may require additional financing from time to time in order to continue its operations, or financing may not be available when needed or on terms and conditions acceptable to the Company.

Such forward-looking information represents the best judgment of the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this press release by you or any of your representatives or for omissions from the information in this press release.

Neither the CSE nor its Market Regulator accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297644

Source: Good Purpose Investments Inc.