Toronto, Ontario--(Newsfile Corp. - February 12, 2025) - Steep Hill Inc. (CSE: STPH) ("Steep Hill" or the "Company") is pleased to announce that that it has entered into a share purchase agreement (the "Purchase Agreement") dated February 12, 2025, with a number of arm's length vendors (the "Vendors") to acquire (the "Acquisition") 100% of the issued and outstanding shares of Lir Life Sciences Inc. ("Lir") in consideration for an aggregate of 136,054,422 common shares of the Company (the "Consideration Shares") at a deemed price of $0.147 per Consideration Share.
Lir is a private biopharmaceutical company focused on developing next-generation therapies across multiple treatment areas, beginning with obesity and metabolic disorders. The company is advancing transdermal formulations of GLP-1 combination therapies, with the goal of addressing key limitations of existing obesity treatments, including cost, accessibility, and patient adherence. Lir has access to a proprietary drug delivery system and plans to utilize this technology to enable the needle-free administration of complex large-molecule biologics. If successfully integrated, this approach could provide a potential alternative to injectable treatments across a wide variety of treatments and diseases. The company is targeting high-growth international markets.
Led by a team of experienced scientists, clinical researchers, and industry experts, Lir is advancing its research and development efforts, with a focus on regulatory pathways that could enable expedited market entry. As the demand for effective, scalable obesity treatments continues to grow, Lir aims to play a key role in the evolving landscape of metabolic disorder therapies.
Acquisition Details
The Acquisition will represent a reverse take-over of Steep Hill. Under the terms of the Purchase Agreement, the Vendors will acquire 100% of the issued and outstanding shares of Lir in consideration for an aggregate of 136,054,422 common shares of the Company. Under the terms of the Purchase Agreement, Lir will be required to complete an equity financing for proceeds of at least $1,000,000 concurrently with the closing of the Acquisition (the "Concurrent Financing"), and the Company's shares will be consolidated on a 3-for-1 basis immediately following completion of the Acquisition and Concurrent Financing.
Concurrently with the completion of the Acquisition, all current Directors of the Company, except for Mr. Sameet Kanade, will resign and be replaced by nominees of LIR.
Closing of the Purchase Agreement will be subject to several closing conditions, including: (i) approval by the shareholders of Steep Hill; receipt of all necessary regulatory approvals, including of the Canadian Securities Exchange; and (ii) completion of the Concurrent Financing.
Lir will conduct the Concurrent Financing by way of issuing subscription receipts ("Subscription Receipts"), which Subscription Receipts will convert into one share of Lir prior to the completion of the Acquisition.
Certain shareholders of Lir will also be required to enter into a pooling agreement with Steep Hill (the "Pooling Agreement") as a condition of the Acquisition. 42.1% of the Consideration Shares issued pursuant to the Acquisition will be subject to the Pooling Agreement and such Consideration Shares will be released in 20 equal tranches over a 20 month period with the first release occurring four months after completion of the Acquisition.
For more information, contact:
Sameet Kanade, CEO
Email: sameet.kanade@steephill.com
www.steephill.com
Cautionary Note Regarding Forward-Looking Statements
Certain information contained herein may constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, including, but not limited to, statements regarding the anticipated completion of the transactions described herein. Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development, and results of the Company's business include, among other things: failure to obtain the approvals required in order to complete the transactions described herein; failure by either the Company or LIR to complete the conditions to the Acquisition; and general economic and business conditions. Any statements that are not statements of historical fact are deemed to be forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release, and, except to the extent required by applicable law, the Company assumes no obligation to update or revise forward-looking statements made herein or otherwise, whether because of new information, future events, or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary note.
The Canadian Securities Exchange (CSE) has not reviewed, approved, or disapproved the contents of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240647
SOURCE: Steep Hill Inc.
