Mr. Suman Pashparajah reports

STEER CLOSES $18 MILLION DIRECT INVESTMENT INTO ITS DIGITAL RESTAURANT SUPPLY BUSINESS

Steer Technologies Inc., further to its press releases dated Jan. 23, 2023, March 7, 2023, and March 24, 2023, has closed its previously announced sale of approximately 37.5 per cent of the company's digital restaurant supply business to a group of investors at a postmoney valuation of approximately $47.14-million.

With the transaction complete, Steer believes that the restaurant supply business is well positioned to grow and further develop its subscription-based and on-demand service offerings.

"We are thrilled to announce the successful completion of this $18-million direct investment. We expect that this significant influx of capital will allow us to further scale and enhance our platform, thus bringing greater value to our customers in today's evolving and highly competitive landscape," said Suman Pushparajah, chief executive officer of Steer Technologies. "At our digital restaurant supply business, we are proud to have developed a model that generates recurring revenue with a subscription-like consistency and provides a solid operational foundation. We are confident that, coupled with continued investment in technology and innovation, this model will drive further growth for our company."

"Having been involved in Steer's Restaurant Supply Business since its inception, I see the enormous potential this platform has both in terms of growing its geographic footprint and increasing presence in our current markets. Our main focus post-transaction will be further automation of warehouse operations to improve efficiencies, expanding selection of SKUs available on our platform, and scaling operations to reach new customers. Our platform will work to continue driving positive change by promoting the use of reusable and recyclable products as well as organically grown food items. With the highly experienced and motivated team we have today, we are excited to grow the Restaurant Supply Business and make our contribution to the collective sustainability efforts in the industry," said Di Han, Head of Steer's Restaurant Supply Business.

The transaction

The transaction comprised the following:

1. Spinning out the restaurant supply business to FoodsUp Inc., a newly formed subsidiary of Steer's wholly owned subsidiary, Food Hwy Canada Inc.;
2. Pursuant to the investment, FoodsUp has sold $16.5-million worth of its common shares from treasury to a limited partnership controlled by the investor group (investor LP) by way of a non-brokered private placement;
3. Food Hwy has sold $1.5-million worth of FoodsUp shares, plus a call option for 7,500 additional FoodsUp shares, to the investor LP by way of a share purchase agreement dated March 24, 2023, among FoodsUp, Food Hwy and the investor LP.

Following the completion of the transaction, Steer indirectly retains approximately 62.5-per-cent ownership of FoodsUp, subject to the call option. In consideration for an aggregate cash investment amount of $18-million, the investor group has indirectly acquired approximately 37.5-per-cent ownership of FoodsUp, subject to the call option, which, if fully exercised, would increase the investor group's indirect ownership of FoodsUp to 45 per cent.

FoodsUp used $4.5-million of the proceeds from the investment to pay off the $4.5-million unsecured, non-interest-bearing promissory note issued by FoodsUp to Food Hwy as partial consideration for the purchase of the restaurant supply business, and it is anticipated that the remaining $12-million will be used for general working capital and scaling up operations and growth of the restaurant supply business, and to pay expenses incurred in connection with the transaction. It is intended that the $6-million in proceeds received by Food Hwy in connection with the transaction will be applied by Steer and Food Hwy to further grow and develop their subscription-based and on-demand service offerings, and to pay expenses incurred in connection with the transaction.

A portion of the investment came from certain members of Steer and the restaurant supply business's respective management teams as part of the investor group. Among others, the investor group comprised the following: (i) two members of the current management team of Steer (being Mr. Pushparajah, the CEO of Steer, and Junaid Razvi, the chairman of Steer, who collectively hold 1.75 per cent of the issued and outstanding FoodsUp shares as of closing of the transaction); (ii) Sayan Navaratnam, a greater than 10 per cent shareholder of Steer (who holds 1.67 per cent of the issued and outstanding FoodsUp shares as of the closing date); (iii) four members of the current management team of Food Hwy (with Mr. Han, head of the restaurant supply business and the CEO of FoodsUp, holding 4.8 per cent of the issued and outstanding FoodsUp shares as of the closing date); (iv) certain close personal friends of Mr. Han (who collectively hold 1.68 per cent of the issued and outstanding FoodsUp as of the closing date); and (v) certain strategic arm's-length investors.

Due to the inclusion of Mr. Pushparajah, Mr. Razvi, Mr. Navaratnam, Mr. Han, Junyang Xie (operations manager), Yang Song (warehouse manager) and Che Wang (procurement and sales manager) amongst the investor group, the transaction constituted a non-arm's-length transaction (as such term is defined in the policies of the TSX Venture Exchange) and a related party transaction by Steer in accordance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. However, the transaction is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 because no securities of Steer were listed or quoted on any of the specified markets listed in Section 5.5(b) of MI 61-101 and, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25 per cent of Steer's market capitalization.

The completion of the transaction remains subject to the final approval of the TSX-V. No finder's fee was paid in connection with the transaction.

About Steer Technologies Inc.

Steer is an integrated ESG (environmental, social, governance) 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 delivery, restaurant supply business, 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.

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