Ulaanbaatar, Mongolia–(Newsfile Corp. – June 29, 2023) – Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (the “Company” or “Steppe“) is pleased to announce the successful completion of the previously announced plan of arrangement (the “Arrangement“) between Steppe and Anacortes Mining Corp. (“Anacortes“), whereby Steppe has acquired all of the issued and outstanding common shares of Anacortes (the “Anacortes Common Shares“), effective June 28, 2023.
Under the terms of the Arrangement, Anacortes shareholders are entitled to 0.4532 of a Steppe common share (“Steppe Share“) for each Anacortes Common Share previously held. The outstanding vested in-the-money Anacortes options were exercised into Anacortes Common Shares on a cashless basis and such Anacortes Common Shares were exchanged for Steppe Shares. Further, all of the out-of-the-money Anacortes options were cancelled without payment. The outstanding Anacortes warrants were cancelled and exchanged for the applicable warrant consideration, pursuant to the plan of arrangement.
Steppe Chairman and CEO, Bataa Tumur-Ochir, commented, “We warmly welcome Anacortes shareholders as they become part of Steppe. The strategic location of the high grade Tres Cruces deposit, coupled with its excellent infrastructure, proximity to other mining operations and logistics, and the presence of a strong labor force, instills us with confidence in the project’s potential.
“We are keen to move the Tres Cruces project forward, and we are focused on providing significant benefits for all stakeholders, with a particular focus on the communities in the region.”
The Arrangement was approved at the special meeting of Anacortes shareholders held on June 19, 2023, and by the Supreme Court of British Columbia on June 21, 2023. As a result of the closing of the Arrangement, the Anacortes Common Shares are expected to be delisted from the TSX Venture Exchange at the close of trading on or about June 29, 2023.
Steppe intends to cause Anacortes to apply to the relevant regulatory authorities to cease to be a reporting issuer in the provinces of Canada in which it is a reporting issuer, such provinces being British Columbia, Alberta and Ontario.
Further information on the Arrangement is set out in the management information circular of Anacortes dated May 17, 2023, which is filed under Anacortes’s profile on the SEDAR website at www.sedar.com.
Fasken Martineau DuMoulin LLP acted as legal counsel to Steppe, and Maxit Capital LP acted as financial advisor to Steppe.
Steppe is Monglia’s premier precious metals company.
For further information, please contact:
Chairman and Chief Executive Officer
Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914
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’s intent, or the beliefs or current expectations of the officers and directors of Steppe, post-closing. When used in this news release, words such as “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “forward”, “future”, “outlook”, “plan”, “intend” 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”, “would” or the negative connotation of such terms. As well, forward-looking statements may relate to future outlook and anticipated events, such as delisting the Anacortes Common Shares from the TSX Venture Exchange, submitting an application for Anacortes to cease to be a reporting issuer, the market position of Steppe as a result of the Arrangement and the benefits to Steppe’s stakeholders as a result of the Arrangement. These forward-looking statements involve numerous risks and uncertainties, including those relating to required regulatory approvals and such other risk factors detailed from time to time in Steppe’s public disclosure documents including, without limitation, those risks identified in Steppe’s annual information form for the year ended December 31, 2022, which is available on SEDAR at www.sedar.com. 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 the forward-looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Steppe 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 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.
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