Steppe Gold Announces Mailing and Filing of Annual General and Special Meeting Materials in Connection with Proposed Transaction with Boroo Gold and Boroo Singapore

Ulaanbaatar, May 13, 2024 - Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold") is pleased to announce that it has filed with the applicable Canadian securities regulatory authorities the management information circular dated May 8, 2024 and related meeting materials of Steppe Gold (the "Meeting Materials") for use at the annual general and special meeting (the "Meeting") of Steppe Gold shareholders (the "Shareholders") to be held in connection with the proposed transaction with Boroo Gold LLC ("Boroo Gold") and Boroo Pte Ltd. ("Boroo Singapore"), or one of its affiliates, as previously announced on April 11, 2024 (the "Transaction"). Steppe Gold has also mailed copies of the Meeting Materials to Shareholders entitled to vote on the Transaction at the Meeting.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the Transaction. If the Transaction is completed: (i) Steppe Gold will acquire all of the issued and outstanding shares of Boroo Gold in return for the issuance of that number of common shares in the capital of Steppe Gold ("Common Shares") that would result in Boroo Singapore, directly or indirectly, holding 55.9% of the issued and outstanding Common Shares (calculated on a fully diluted basis); and (ii) Boroo Singapore will acquire the Tres Cruces Oxide Project (the "Tres Cruces Project") by purchasing all of the issued and outstanding shares of two of Steppe Gold's indirect, wholly-owned subsidiaries for aggregate cash consideration of approximately CAD$12 million.

THE STEPPE GOLD BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE TRANSACTION IS IN THE BEST INTERESTS OF STEPPE GOLD AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE TRANSACTION.

Benefits of the Transaction

The Transaction is expected to provide meaningful benefits to Shareholders, including:

• Increased combined gold production to 90,000 oz per annum in 2025 and 150,000 oz gold equivalent per annum by 2026.
• Strong cash flow and increased financial strength to service ATO Gold Mine Phase 2 Expansion debt and project financing.
• Funding for exploration programs and further acquisition opportunities in Mongolia.
• Liquidity from the sale of the Tres Cruces Project.
• Creation of a multi-asset producer with a strong base and focus on Mongolia.

The Meeting and Voting

The Meeting is scheduled to be held at the Shangri-La Hotel, 19 Olympic Street, Sukhbaatar District-1, Ulaanbaatar 14241 Mongolia on June 24, 2024 at 10:00 a.m. (ULAT). Shareholders may vote in person at the Meeting or by proxy. Shareholders that are unable to attend the Meeting, or any adjourned or postponed Meeting in person, are requested to date, sign and return the form of proxy for use at the Meeting. The deadline for receipt of proxies for the Meeting is 10:00 a.m. (ULAT) on June 20, 2024.

Shareholders are advised to carefully read the Meeting Materials and then vote in person at the Meeting or by proxy. The Meeting Materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca. Only Shareholders of record as at the close of business on May 6, 2024 are eligible to vote at the Meeting.

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 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.

Cautionary Statement on Forward-Looking Information

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; future market conditions for metals; timing of the Meeting; and expected benefits to Shareholders as a result of the Transaction.

When used in this news release, words such as "expected", "scheduled" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "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 precedent to each of the Transaction; the anticipated benefits of the Transaction; the potential for value creation to Shareholders; the anticipated timing of the closing of the Transaction; the timing and anticipated receipt of required Shareholder, court and 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: required shareholder, regulatory and stock exchange approvals; approvals from applicable Mongolian authorities; exercise of any termination rights under the share exchange agreement dated April 11, 2024 between Steppe Gold, Boroo Singapore and Centerra Netherlands BVBA (the "Share Exchange Agreement") or the separate definitive share purchase agreements (the "Share Purchase Agreements"), each between one of Steppe Gold's wholly-owned subsidiaries, on the one hand, and Boroo Singapore or one of its affiliates, on the other hand, each dated April 11, 2024; 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.

Contact Information

Steppe Gold

Bataa Tumur-Ochir, Chairman and Chief Executive Officer
Jeremy South, Senior Vice President and Chief Financial Officer

Elisa Tagarvaa, Investor Relations Manager (elisa@steppegold.com)

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209078