STGO Steppe Gold Ltd

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (“Steppe Gold” or the “Company”) announces the following Board changes.

Matthew Wood has resigned as a director of the Company. The President of the Company, Byambatseren Tsogbadrakh, has joined the Board, with both notifications effective immediately.

The Company would like to pay special thanks to Mr. Wood for his outstanding contributions to Steppe Gold. As one of the founders of Steppe Gold, Mr. Wood was responsible for identifying the opportunity at the then ATO Deposit to develop a two-phase project, to minimize the initial capex required and allow for the development of the larger project, the Phase 2 Expansion which is currently under construction.

Mr. Wood has a long history of success in mining development in Mongolia and was a recipient of the prestigious Polar Star, the highest state honour that can be awarded to a non-citizen of Mongolia.

Bataa Tumur-Ochir, Chairman and CEO of Steppe Gold, commented “We are hugely grateful for Matt’s leadership of Steppe Gold, from the early days as a private company with a greenfield site in Eastern Mongolia. He was instrumental in all aspects of the development of the Company, through the additional exploration phase and development strategy and the IPO in 2018. As we move to become a multi-asset producer in Mongolia with the pending acquisition of Boroo Gold, Matt will leave the Board to focus on his exploration ventures both in Mongolia and elsewhere. We wish him every success in his future endeavors.”

“We will look to refresh our Board as we work to conclude the Boroo Gold acquisition, and we welcome our President, Byambatseren as a Board member.”

In connection with Mr. Wood’s resignation, Steppe Gold intends to issue an aggregate of 2,000,000 common shares of the Company at a deemed price of $0.78 per share to settle all amounts owing by Steppe Gold to Mr. Wood (the “Settlement Transaction”). The Settlement Transaction is subject to the approval of the Toronto Stock Exchange, and other customary third-party approvals. The common shares issued to Mr. Wood, or an affiliate, will be 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.

The Settlement Transaction will constitute a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as Mr. Wood was a director of Steppe Gold at the time of approval of the Settlement Transaction. The Company will rely 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 to be issued to Mr. Wood will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Settlement Transaction was unanimously approved by all disinterested directors of the Company and is subject to the review and approval of the Toronto Stock Exchange, and other customary third-party approvals.

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, including, obtaining Toronto Stock Exchange approval and other customary third-party approvals for the Settlement Transaction and the anticipated refresh of the Company’s board of directors, the Company’s move to become a multi-asset producer in Mongolia and the acquisition of Boroo Gold, 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 “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. 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 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