Ulaanbaatar, Mongolia–(Newsfile Corp. – July 2, 2024) – Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (“Steppe Gold” or the “Company“) is pleased to provide an update on the pending transaction to acquire all of the issued and outstanding common shares of Boroo Gold LLC (“Boroo Gold“).

Shareholders of the Company overwhelmingly approved the acquisition of Boroo Gold pursuant to the share exchange agreement dated April 11, 2024 (the “Share Exchange Agreement“) and the sale of the Tres Cruces Oxide Project to Boroo Singapore, pursuant to the share purchase agreements dated April 11, 2024 (the “Share Purchase Agreements“), for approximately CAD$12 million in cash (collectively, the “Transaction“) at the annual general and special meeting of shareholders held on June 24, 2024 (the “Meeting“).

Upon completion of the Transaction, Steppe Gold will be the largest primary gold producer in Mongolia.

The all-share deal pursuant to the Share Exchange Agreement, combines Steppe Gold’s ATO Gold Mine with the established Boroo Gold mine, with total production expected to reach over 150,000 ounces of gold annually by 2026.

The Transaction is subject to customary closing conditions, including receipt of certain regulatory approvals, including the approvals of the Toronto Stock Exchange and applicable Mongolian authorities. The Transaction is expected to close on or about July 16, 2024.

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

• Increased Production: Combined gold output is projected to surpass 150,000 oz annually by 2026. Boroo Gold brings substantial production to the table, with an estimated 431,000 ounces of gold expected between 2024 to 2031, with a projected average annual production of approximately 60,000 oz in 2024, 2025 and 2026.

• Financial Boost: Immediate and strong cash flows to Steppe Gold. In 2023, Boroo Gold had revenue of US$132 million on production of 67,315 oz of gold, at an average achieved gold price of $1,957 per ounce. 2024 production is expected to be at a similar level to 2023.

• Cost Savings: The combined entity is expected to see cost reductions through bulk purchasing and lower administrative expenses.

• Exploration Potential: The Transaction expands Steppe Gold’s exploration opportunities near its existing mines, offering promising opportunities for future discoveries.

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

The Company is also pleased to announce the positive results of the Meeting. Complete voting results are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Approval of the Transaction

Voting results for the resolution approving the Transaction are as follows:

“We are incredibly pleased with the overwhelming shareholder support for our proposed Transaction,” said Bataa Tumur-Ochir, Chairman and CEO of Steppe Gold.

“This deal positions Steppe Gold to become a major force in the fast-growing Mongolian gold sector. Upon completion of the Transaction, we will be a multi-asset producer with robust cash flow, exciting exploration prospects, and a team of talented professionals poised to propel our continued growth. Importantly, this Transaction increases our optionality for the financing for the ATO Gold Mine Phase 2 expansion and potential future acquisitions throughout Mongolia.”

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.

Steppe Gold Ltd.

Steppe Gold is Mongolia’s premier precious metals company.

For Further information, please contact:
Bataa Tumur-Ochir, Chairman and CEO

Jeremy South, Senior Vice President and Chief Financial Officer

Shangri-La office, Suite 1201, Olympic Street
19A, Sukhbaatar District 1,
Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914

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 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”, “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 consummation and timing of the Transaction; the satisfaction of the conditions precedents of the Transaction; the anticipated benefits of the Transaction; the potential for value creation to Steppe Gold’s shareholders; the anticipated timing of the closing of the Transaction; the timing and anticipated receipt of required regulatory approvals for the Transaction; anticipated gold production of Boroo Gold and combined gold production of Steppe Gold; 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: regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the Share Exchange Agreement or the Share Purchase Agreements; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements; 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/215214