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Ulaanbaatar, Mongolia–(Newsfile Corp. – May 15, 2024) – Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (“Steppe Gold” or the “Company”) is pleased to announce its financial results for the quarter ended March 31, 2024.HIGHLIGHTS First Quarter Highlights (all figures in US$000’s unless stated otherwise, except per unit figures which are in US$)Revenue for the three months ended March 31, 2024 amounted to $7,971 on sales of 3,723 gold ounces and 19,506 silver ounces, respectively.Average realized prices for the three months ended March 31, 2024 were $2,043 per gold ounce and $19 per silver ounce, respectively.Operating profit from mine operations before depreciation and depletion for the three months ended March 31, 2024 was $4,324.Adjusted EBITDA after payments made pursuant to the metals purchase and sale agreement (the “Stream Agreement”) with Triple Flag Finance Bermuda Ltd. for the three months ended March 31, 2024 was negative $309.Site All in Sustaining Cost (“AISC”) was $945 per ounce sold for the quarter ended March 31, 2024. AISC was $1,522 per ounce sold for the three months ended March 31, 2024. During the three months ended March 31, 2024, 133,090 tonnes of ore were mined and 145,479 tonnes of ore were stacked on the leach pad, with an average gold grade of 0.56 g/t. As at March 31, 2024, the cash balance was $6,740 (including $87 recorded in assets classified as held for sale); total bank debt, payables and other debts (including liabilities of $81 recorded in assets classified as held for sale, excluding convertible debentures, Stream Agreement, lease liabilities, tax payables and asset retirement obligations) was $70,216 with net debt of $63,476.On January 9, 2024, the Company announced that it had entered into a turnkey engineering, procurement and construction contract with Hexagon Build Engineering LLC for the Phase 2 Expansion. The Phase 2 Expansion is proceeding according to the projected timelines and budgets, with commissioning planned for the first quarter of 2026.On March 15, 2024, the Company entered into an amended and restated gold prepay agreement (“A&R Prepay Agreement”) for an additional advance of $5,000 with a repayment term over five months, commencing on August 15, 2024, in five equal monthly deliveries of 530 ounces of gold for a total of 2,650 ounces delivered to Triple Flag International Ltd. On March 26, 2024, a milestone payment of $37,000 was made to the EPC contractor in relation to the Phase 2 Expansion (as defined below) to fund procurement of major long lead items, mobilization costs, early construction works and foundational work. The major long lead items include the flotations cells, grinding mills, cluster cyclones, thickener units, filters and pumping systems.On April 11, 2024, the Company announced that it had entered into a share exchange (the “Share Exchange Agreement”) agreement pursuant to which it will acquire all of the issued and outstanding common shares of Boroo Gold LLC from an indirect, wholly owned subsidiary of Boroo Pte Ltd. (“Boroo Singapore”) in an all-share transaction (the “Boroo Gold Transaction”). Additionally, on April 11, 2024, the Company announced that it had entered into separate definitive share purchase agreements (the “Share Purchase Agreements”), pursuant to which the Company will sell 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 “Proposed Transaction”), payable over the next 18 months beginning as of the Closing Date (as defined in the Share Purchase Agreements).OutlookThe Proposed Transaction to acquire Boroo Gold is a transformational step for the Company. With an expected closing in the third quarter of 2024, the Proposed Transaction is expected to accelerate the path to a multi-asset Mongolia-focused mining group and, importantly, is projected to immediately provide strong cash flow to support growth plans, further improved with the recent strong gold prices. The Proposed Transaction is subject to customary closing conditions, including receipt of approval by the Company’s shareholders at the annual general and special meeting of shareholders expected to be held at the end of June 2024, and certain regulatory approvals, including the approvals of the Toronto Stock Exchange and applicable Mongolian authorities.The near term focus for the Company is on maximising production and cash flows at ATO Phase 1, executing on a successful completion of the Phase 2 Expansion, where construction activity continues, with a planned commissioning in Q1 2026, and on working towards closing the Proposed Transaction and planning for the successful integration of Boroo Gold into the Company’s operations. With the projected additional operating cash flow accruing from the Boroo Gold Transaction, the Company expects to be well-placed to increase exploration activities at both production centres with the aim of extending resources, reserves and production. The Company will also consider opportunistic acquisitions in Mongolia.The Company’s condensed interim consolidated financial results for the quarter ended March 31, 2024 have been filed on SEDAR+. The full version of the condensed interim consolidated financial statements and associated management’s discussion & analysis can be viewed on the Company’s website at www.steppegold.com or under the Company’s profile on 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 CEOJeremy South, Senior Vice President and Chief Financial OfficerElisa Tagarvaa, Investor Relations [email protected] office, Suite 1201, Olympic Street19A, Sukhbaatar District 1,Ulaanbaatar 14241, MongoliaTel: +976 7732 1914Non-IFRS Performance MeasuresThe Company uses the following non-IFRS measures: Adjusted EBITDA, EBITDA and AISC. EBITDA is earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as adjusted earnings before interest, taxes, depreciation and amortization. AISC is calculated using cash costs in addition to general and administration, asset retirement costs, and sustaining capital, less certain non-recurring costs (notably exploration costs at the Mungu deposit) to provide an overall company outlook on the total cost required to sell an ounce of gold.Management believes that these non-IFRS measures provide useful information to investors in measuring the financial performance of the Company for the reasons outlined below. These measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS. The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. The inclusion of these measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers. Further details of non-IFRS measures noted above can be found in the Company’s management’s discussion & analysis for the three months ended March 31, 2024.Cautionary Note Regarding Forward-Looking StatementsThis news release contains certain statements or disclosures relating to the Company that are based on the expectations of its management as well as assumptions made by and information currently available to the Company which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results, or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “continued”, “focus”, “scheduled”, “will”, “projected”, “expected”, “planned” and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the anticipated benefits of the Boroo Gold Transaction; the potential for value creation to Steppe Gold’s shareholders; payments to be made under the A&R Prepay Agreement; consummation and timing of the Proposed Transaction; the satisfaction of the conditions precedent to the Proposed Transaction; the strengths, characteristics and potential of the resulting company and discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto, including with respect to the Phase 2 Expansion and the ATO gold mine.The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of the Company including, without limitation: 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 material adverse effects on the business, properties and assets of the Company; changes in business plans and strategies; market and capital finance conditions; risks inherent to any capital financing transactions; changes in world commodity markets; currency fluctuations; costs and supply of materials relevant to the mining industry; change in government and changes to regulations affecting the mining industry; 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/209389

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