On February 8, 2024, Steer Technologies Inc. closed the transaction. Each Warrant is exercisable into one Common Share at the exercise price of CAD 0.06 per Warrant at any time prior to February 8, 2025, subject to certain adjustments and acceleration provisions. The Debentures will mature on the earliest of February 8, 2025, the date that all obligations thereunder are converted into Units in accordance with the certificates representing the Debentures and the date that all obligations thereunder may become due and payable in accordance with the terms of the Debenture Certificates. The Debentures may be prepaid by the Company upon the prior written consent of the Investors and are secured by a first ranking senior security interest in all of the present and after-acquired property and assets of the company and certain of its subsidiaries, but excluding the Company?s indirect 62.5% equity interest in FoodsUp Inc. The repayment of the Debentures by the company is further guaranteed by certain of the company?s subsidiaries. The securities issued and issuable in connection with the Private Placement are subject to a statutory four month and one-day hold period expiring on June 9, 2024.

The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement. The transaction included participation from four placees.