2J9 Steppe Gold Ltd

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (“Steppe Gold”) is pleased to announce that, further to its press releases dated January 22, 2024 and March 19, 2024, it has entered into a share exchange agreement (the “Share Exchange Agreement”) pursuant to which Steppe Gold will acquire all of the issued and outstanding common shares (the “BG Common Shares”) of Boroo Gold LLC (“Boroo Gold”) from an indirect, wholly owned subsidiary of Boroo Pte Ltd. (“Boroo Singapore”) in an all-share transaction (the “Boroo Gold Transaction”).

Additionally, pursuant to 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, Steppe Gold will sell the Tres Cruces Oxide Project (the “Tres Cruces Project”) to Boroo Singapore for approximately CAD$12 million in cash (the “Tres Cruces Transaction”) payable over the next 18 months beginning as of the Closing Date (as defined in the Share Purchase Agreements).

Highlights

• The Boroo Gold Transaction will create Mongolia’s leading gold producer
  • Acquisition of a leading gold producer, Boroo Gold, will create Mongolia’s leading gold producer
  • Boroo Singapore will hold approximately 55.9% of the issued and outstanding common shares of Steppe Gold (“Steppe Common Shares”) on a fully diluted basis, immediately following the completion of the Boroo Gold Transaction
• Immediate and strong cash flows to Steppe Gold
  • Boroo Gold estimates over 400,000 oz of gold production from 2024 to 2031, with projected average annual production of approximately 60,000 oz in 2024, 2025 and 2026
  • In 2023, Boroo Gold had revenue of US$132 million on production of 67,315 oz of gold, with an AISC of $847 per oz, at an average achieved gold price of $1,957 per oz
  • Boroo Gold is forecasting similar production levels in 2024, albeit with higher sustaining costs
• Long standing and strong social license
  • The Boroo gold mine comes with a long and proud history of positive impact in Mongolia:
    • Over US$1,020 million in benefits to Mongolia since 2003 (taxes and fees, CAPEX, donations, payments to local companies for goods and services and salaries to national employees)
    • Over US$17.5 million in donations and investments in local Soums between 2007 and 2023 under its framework of social responsibility
• Steppe Gold combined gold production in 2024 projected to be 90,000 oz, rising to an estimated annualized 150,000 oz in 2026 as the ATO Gold Mine Phase 2 Expansion is planned to come on stream in mid-2026
• Significant value upside from:
  • Potential cost synergies from combined purchasing power and lower relative administration costs
  • Increasing Reserves and Resources near the existing mines
• Divestment of the Tres Cruces Project to the likely highest value buyer, returning Steppe Gold’s singular focus to Mongolia

Bataa Tumur-Ochir, Chairman and CEO of Steppe Gold, commented: “We are very pleased to announce the agreement to acquire Boroo Gold. This transaction accelerates our path to a multi-asset Mongolia-focused mining group and, importantly, immediately provides strong cash flow to support our growth plans, further improved with the recent strong gold prices. In connection with the completion of this transaction we expect to finish 2024 with a run rate of around 90,000 oz in gold production, moving to over 150,000 oz in 2026 on a pro forma basis. We have also decided to divest the Tres Cruces Project to further improve our liquidity and sharpen our focus on Mongolia.”

Boroo Gold Transaction Details

Share Exchange Agreement

Pursuant to the Share Exchange Agreement, Steppe Gold will acquire all of the BG Common Shares in consideration for the issuance by Steppe Gold of 138,150,000 Steppe Common Shares, or that number of Steppe Common Shares that results in Boroo Singapore, directly or indirectly, holding 55.9% of the issued and outstanding Steppe Common Shares (calculated on a fully-diluted basis) upon completion of the Boroo Gold Transaction. Steppe Gold will seek approval for the issuance of Steppe Common Shares in connection with the Boroo Gold Transaction at Steppe Gold’s annual general and special meeting of shareholders (the “Meeting”), which is expected to be held in June 2024.

The Boroo Gold Transaction is subject to customary closing conditions, including receipt of approval by Steppe Gold’s shareholders at the Meeting, and certain regulatory approvals, including the approvals of the Toronto Stock Exchange and applicable Mongolian authorities. Additionally, it is a condition to the closing of the Boroo Gold Transaction that the Tres Cruces Transaction has closed.

All of the directors and executive officers of Steppe Gold have entered into support and voting agreements pursuant to which they have agreed to support the Boroo Gold Transaction and to vote in favour of the Boroo Gold Transaction, subject to the provisions of such support and voting agreements.

The Share Exchange Agreement includes customary representations, warranties and covenants, including with respect to non-solicitation of alternative transactions, a right to match superior proposals and a fiduciary out in respect of the same. In addition, each of Boroo Singapore and Steppe Gold have agreed to pay a termination fee if the Share Exchange Agreement is terminated upon the occurrence of certain events.

Further details with respect to the Boroo Gold Transaction and the Tres Cruces Transaction will be included in the information circular to be mailed to Steppe Gold’s shareholders in connection with the Meeting. Provided all conditions precedent in the Share Exchange Agreement are satisfied or waived in a timely manner (including the closing of the Tres Cruces Transaction), it is currently anticipated that the Boroo Gold Transaction will close in the third quarter of 2024. A copy of the Share Exchange Agreement, the Share Purchase Agreements and the information circular in respect of the Meeting will be filed on Steppe Gold’s SEDAR+ profile and will be available for viewing at www.sedarplus.ca.

Investor Rights Agreement

At the closing of the Boroo Gold Transaction, Steppe Gold will enter into an investor rights agreement with Boroo Singapore (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, Boroo Singapore will have the right to nominate up to two directors (the “Boroo Nominees”) to the board of directors of Steppe Gold (the “Steppe Board”), subject to Boroo Singapore maintaining ownership of at least 10% of the issued and outstanding Steppe Common Shares, and other terms and conditions as further set forth in the Investor Rights Agreement. In addition, Boroo Singapore will be provided with certain governance rights, so long as it maintains certain Steppe Common Share ownership thresholds, including pre-emptive rights and customary registration rights. The key executive management team of Steppe Gold will remain in place following closing of the Boroo Gold Transaction.

Expected Management Team on Closing

Bataa Tumur-Ochir	(Chairman and Chief Executive Officer)
Tserenbadam Duger	(Chief Operating Officer)
Jeremy South	(SVP and Chief Financial Officer)
Byambatseren Tsogbadrakh	(President & Vice President, Finance)

Benefits of the Boroo Gold Transaction

The Boroo Gold Transaction is expected to provide meaningful benefits to shareholders of Steppe Gold, including:

• Increased gold production to 90,000 oz per annum in 2025 and 150,000 oz 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 in Mongolia.

Tres Cruces Transaction Details

Steppe Gold is also pleased to announce that it has entered into the Share Purchase Agreements, pursuant to which Boroo Singapore will acquire 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 consideration is payable in four installments over a period of 18 months starting on the Closing Date (as defined in the Share Purchase Agreements). The Tres Cruces Transaction is expected to close in July 2024, following which, the Boroo Gold Transaction will close subsequently thereafter.

The Tres Cruces Transaction is subject to customary closing conditions and is cross conditional on the closing of the Boroo Gold Transaction.

Recommendation of the Steppe Board

Based on an independent verbal fairness opinion provided by Sequeira Partners, in respect of the Boroo Gold Transaction, and after consulting with its financial and legal advisors, among other considerations, the Steppe Board has unanimously: (i) determined that each of the Boroo Gold Transaction and the Tres Cruces Transaction is fair to Steppe Gold; (ii) approved each of the Boroo Gold Transaction and the Tres Cruces Transaction and the entering into of the Share Exchange Agreement and Share Purchase Agreements, respectively, is in the best interests of Steppe Gold; and (iii) resolved to recommend that Steppe Gold’s shareholders vote in favour of the Transaction Resolution (as defined in the Share Exchange Agreement).

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 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 of the officers and directors of Steppe Gold, for Steppe Gold’s growth, production and valuation post-closing of the Boroo Gold Transaction and Tres Cruces 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 each of the Boroo Gold Transaction and the Tres Cruces Transaction; the Steppe Board and management team of Steppe Gold following the Boroo Gold Transaction; the satisfaction of the conditions precedent to each of the Boroo Gold Transaction and Tres Cruces Transaction; the anticipated benefits of the Boroo Gold Transaction; the potential for value creation to Steppe Gold’s shareholders; the anticipated timing of the closings of the Boroo Gold Transaction and Tres Cruces Transaction; the entering into of the support and voting agreements, Investor Rights Agreement and other ancillary documents in connection with the Boroo Gold Transaction; the filing of the Share Exchange Agreement, the Share Purchase Agreements and the information circular in respect of the Meeting on SEDAR+; the details to be included in the information circular regarding the Meeting in respect of the Boroo Gold Transaction and the Tres Cruces Transaction; the timing and anticipated receipt of required shareholder, court and regulatory approvals for the Boroo Gold Transaction and, if applicable, for the Tres Cruces Transaction; Boroo’s nomination and governance rights under the Investor Rights Agreement; 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 or the Share Purchase Agreements; meeting other conditions precedent to each of the Share Exchange Agreement and the Share Purchase Agreements; the time required to prepare and mail the Meeting materials, including the information circular; 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 OfficerJeremy South, Senior Vice President and Chief Financial Officer

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