Steppe Gold Announces Executive Changes

Ulaanbaatar, Mongolia--(Newsfile Corp. - March 28, 2024) - Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) ("Steppe Gold" or the "Company") announces today that Aneel Waraich has resigned as a director and executive vice president of the Company and Greg Wood has resigned as Chief Operating Officer of the Company, each effective March 28, 2024, and the board of directors has accepted their resignations. The Company would like to thank Mr. Wood and Mr. Waraich for their contributions and wishes them every success in their future endeavors.

In connection with Mr. Waraich's resignation, Steppe Gold has issued an aggregate of 1,250,000 common shares of the Company at a deemed price of $0.77 per share, in addition to a cash payment of US$100,000, to settle all amounts owing by Steppe Gold to Mr. Waraich (the "Waraich Settlement Transaction"). The Toronto Stock Exchange has not approved the Waraich Settlement Transaction at this time. The common shares issued to Mr. Waraich are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation, and such further restrictions as apply under foreign securities laws.

In connection with Mr. Wood's resignation, Steppe Gold has issued an aggregate of 1,250,000 common shares of the Company at a deemed price of $0.77 per share, in addition to a cash payment of US$300,000, to settle all amounts owing by Steppe Gold to Mr. Wood (the "Wood Settlement Transaction" and, together with the Waraich Settlement Transaction, the "Settlement Transactions"). The Toronto Stock Exchange has not approved the Wood Settlement Transaction at this time. The common shares issued to Mr. Wood are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation, and such further restrictions as apply under foreign securities laws.

Bataa Tumur-Ochir, Chairman and Chief Executive Officer of the Company commented, "We are very grateful to Greg Wood and Aneel Waraich for their dedication and effort in helping Steppe Gold progress from a greenfield project to a successful IPO and now to one of Mongolia's leading precious metals companies. We wish them success in their future ventures.

"Upon the successful closing of the Boroo Gold transaction, we will have transitioned to a multi-asset producer and our focus shifts to maximizing cash flows and building for future growth. Our senior management team and new compensation plan has already reduced management costs by 45%. We will continue to explore ways to improve efficiencies both at the mine sites and at head office as we continue our mission to grow our precious metal production levels as well as our resource base."

The Settlement Transactions constitute "related party transactions" as defined in Multilateral Instrument 61-101 — Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as Mr. Waraich was a director and officer of Steppe Gold at the time of the Waraich Settlement Transaction and acquired an aggregate of 1,250,000 common shares of the Company and Mr. Wood was an officer of Steppe Gold at the time of the Wood Settlement Transaction and acquired an aggregate of 1,250,000 common shares of the Company. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the common shares issued to Mr. Waraich and Mr. Wood does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Settlement Transactions were approved by the Board of Directors of the Company.

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.

Cautionary Statement on Forward-Looking Information

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements or information, such as obtaining regulatory approval for the appointment of a new president, as well as those factors disclosed under "Risk Factors" in the Company's annual information form for the year ended December 31, 2022. Such statements can be identified by the use of words such as "embark", "expect", "promise", "plan", "commitment", "continuous" and other similar terminology, or state that certain actions, events, or results "may", "can", "could", "would", "might", or "will" be taken, occur, or be achieved.

These statements reflect the Company's current expectations regarding future events, performance, and results and speak only as of the date of this news release such as the consummation and timing of the Boroo Gold transaction. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except as required by securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if the Company's expectations regarding future events, performance, or results change.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

Contact Information

Steppe Gold

Bataa Tumur-Ochir, Chairman and Chief Executive Officer
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

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