Ulaanbaatar, Mongolia–(Newsfile Corp. – August 1, 2024) – Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (the “Company” or “Steppe Gold“) is pleased to announce the successful completion of the previously announced transaction between Steppe Gold and Boroo Gold LLC (“Boroo Gold“), whereby Steppe Gold has acquired all of the issued and outstanding common shares of Boroo Gold (the “Boroo Gold Transaction“) from an indirect, wholly owned subsidiary of Boroo Pte Ltd. (“Boroo Singapore“). Concurrently with the closing of the Boroo Gold Transaction, Steppe Gold also sold the Tres Cruces Oxide Project to Boroo Singapore for approximately CAD$12 million in cash (the “Tres Cruces Transaction” and together with the Boroo Gold Transaction, the “Transaction“).

The Transaction is expected to deliver several benefits to Steppe Gold:

• Increased Production: Boroo Gold brings substantial additional production, with an estimated 431,000 ounces of gold production between 2024 to 2031.

• Immediate and strong cash flows to Steppe Gold: In 2023, Boroo Gold reported production of 67,315 oz of gold, an AISC of $847 per oz at an average gold price of $1,957.

• Additional Flexibility in Financing: Expected positive cash flows will allow flexibility in restructuring the $150 million project financing for the ATO Phase 2 Expansion.

• Cost Savings and Optimization: Steppe Gold has identified cost reductions through bulk purchasing, better equipment purchasing options, and lower administrative expenses as well as a number of optimization opportunities at the existing mines.

• Strong social license: Over US$1 bnin benefits to Mongolia since 2003 and US$17.5 million in donations and investments in local soums.

• Environmental leadership: Boroo Gold is a leader in environmental stewardship of mining assets in Mongolia, with a proven track record of innovation.

• Exploration Upside: Identified exploration and resource expansion opportunities near its existing mines, offering promising opportunities for future discoveries.

• Stronger Focus: By divesting the Tres Cruces Project for cash, Steppe Gold can concentrate its resources on growing its portfolio of Mongolian assets.

Forward Guidance and Near-Term Considerations

• Combined ATO and Boroo Gold mine production in 2024 and 2025 is expected to be between 80,000 to 90,000 ounces. Year to date (June 30) production at Boroo Gold is 44,506 ounces.

• Capital expenditures in 2024 at Boroo Gold are expected to be approximately $19 million due to some one-time upgrades of the mining fleet. 2025 capital expenditures are expected to be lower.

• In order to secure terms for debt and leases, Boroo Gold hedged the majority of its 2024 gold production at $2,000. This hedge is expected to expire in Q1 2025.

• Boroo Gold is being acquired on a zero net debt basis. Steppe Gold plans to provide further details on the post transaction debt structure shortly.

• Steppe Gold expects to provide an update on the ATO Phase 2 Expansion construction and related financing in the near future, along with an update on improved terms reflecting the higher gold price environment and stronger financial position of the Company.

Steppe Gold Chairman and CEO, Bataa Tumur-Ochir commented, “We are very pleased to complete the acquisition of Boroo Gold and become Mongolia’s leading primary gold producer. This Transaction accelerates our path to becoming a multi-asset Mongolia-focused mining group and, importantly, immediately provides strong cash flow to support our growth plans. It further provides flexibility to lower the cost of the project financing of the ATO Phase 2 Expansion. We emerge from this Transaction as a stronger company with current positive cash flow and financial strength to deliver on our ambitious growth plans in Mongolia. The combined group will have the scale and depth to both accelerate and optimize development and exploration and exploit economies of scale in operations and procurement.”

The Transaction was approved at the annual general and special meeting of Steppe shareholders held on June 24, 2024. Further information on the Transaction is set out in the management information circular of Steppe dated May 8, 2024, which is filed under Steppe’s profile on the SEDAR+ website at www.sedarplus.ca.

Early Warning Disclosure by Boroo Singapore

Pursuant to the Boroo Gold Transaction, Boroo Singapore was issued 143,796,574 common shares of Steppe Gold (the “Consideration Shares“) at a deemed price of $0.59 per common share. Prior to the Boroo Gold Transaction, Boroo Singapore did not hold any securities of Steppe Gold and upon completion of the Boroo Gold Transaction, Boroo Singapore holds approximately 55.9% of the common shares of Steppe Gold.

The Consideration Shares were acquired for investment purposes. Boroo Singapore has no current plans or intentions, which relate to, or would result in, acquiring additional securities of Steppe Gold, disposing of securities of Steppe Gold, or any other actions described in Item 5 of Form 62-103F1 – Required Disclosure under the Early Warning Requirements. Boroo Singapore may, depending on market and other conditions, increase or decrease its beneficial ownership of or control or direction over the Company’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Boroo Singapore will file an updated early warning report which will be made available on SEDAR+ website at www.sedarplus.ca. Further information and a copy of the early warning report may be obtained by contacting Jeremy South, Senior Vice President and Chief Financial Officer at +976 7732 1914 or [email protected].

Board Changes

As a result of the Transaction, and subject to stock exchange approval, Tserenbadam Dugeree has been appointed to the board of Steppe Gold (the “Board“) pursuant to the share exchange agreement dated April 11, 2024 between Steppe Gold, Boroo Singapore and Centerra Netherlands BVBA. Boroo Singapore has the right to nominate another individual to the Board, which is expected to occur in the coming weeks, pursuant to the investor rights agreement dated August 1, 2024 between the Company and Boroo Singapore.

In addition, Patrick Michaels has stepped down from the Board effective August 1, 2024. The Board would like to extend its sincere thanks to Patrick for his seven years of service as a director at Steppe Gold.

Advisors

Steppe Gold’s legal counsel is Fasken Martineau DuMoulin LLP. Boroo Singapore’s Canadian legal counsel is Stikeman Elliott LLP. Payet, Rey, Cauvi, Pérez Abogados are Peruvian legal counsel to Steppe Gold and Boroo Singapore. Steppe Gold’s financial advisor is Sequeira Partners. Boroo Singapore’s financial advisor is Cormark Securities Inc.

Qualified Persons

The technical content of this news release regarding Steppe Gold has been reviewed and validated by Enkhtuvshin Khishigsuren, PEng., a “Qualified Person” as that term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Technical Reports

Additional information with respect to Steppe Gold’s Altan Tsagaan Ovoo Project, including its AuEq resource base, is contained in the technical report of Steppe Gold dated November 6, 2022 and entitled “Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources & Reserves Report (NI 43-101)”. A copy of said report can be obtained from SEDAR+ at www.sedarplus.ca.

Further information with respect to the Tres Cruces Project is contained in the technical report of Steppe Gold, dated August 21, 2023 and entitled “Form 43-101F1 Technical Report Preliminary Economic Assessment”. A copy of said report can be obtained from SEDAR+ at www.sedarplus.ca.

About Steppe Gold

Steppe Gold is Mongolia’s premier precious metals company and 100% owner of the ATO gold mine and the Uudam Khundii project in Mongolia.

About Boroo Gold

Established in 1997, Boroo Gold is a leading gold producer in Mongolia with an over 50,000 tons per day mining fleet, 5,500 tons per day mill and carbon-in-leach circuit gold processing plant, 3,000,000 tons per annum heap leach and carbon-in-columns plant and an approximate workforce of over 400 people. Boroo Gold operates the Boroo mine in Selenge province, as well as owning and operating the adjacent Ulaanbulag mine in Mongolia.

Notice Regarding Forward-Looking Statements

This news release includes certain statements that constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”). These include statements regarding Steppe Gold’s intent, or the beliefs or current expectations of the directors of Steppe Gold, for Steppe Gold’s growth, production and valuation post-closing of the Transaction and future market conditions for metals.

When used in this news release, words such as “anticipated”, “can”, “expected”, “estimated”, “future”, “forecast”, “likely”, “opportunity”, “ongoing”, “potential”, “planned”, “projected”, “proposed”, “vision” and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results “could”, “may”, “should”, “will”, or “would” occur or the negative connotation of such terms.

As well, forward-looking statements may relate to Steppe Gold’s future outlook and anticipated events, such as the Steppe Board and management team of Steppe Gold following the Transaction; the anticipated benefits of the Transaction; the potential for value creation to Steppe Gold’s shareholders; anticipated gold production of Boroo Gold and combined gold production of Steppe Gold; capital expenditures of Steppe Gold; the hedging of Boroo Gold in respect of its gold production; the anticipated cash flow of Steppe Gold; potential liquidity from the sale of the Tres Cruces Project; and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.

These forward-looking statements involve numerous risks and uncertainties, including those relating to: required stock exchange approvals; material adverse effects on the business, properties and assets of Steppe Gold or Boroo Gold; discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries; and such other risk factors detailed from time to time in Steppe Gold’s public disclosure documents, including, without limitation, those risks identified in Steppe Gold’s annual information form for the year ended December 31, 2023, which is available on SEDAR+ at www.sedarplus.ca.

Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by such forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe Gold assumes no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If Steppe Gold updates any one or more forward-looking statements, no inference should be drawn that the company will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/218595