Mr. Bataa Tumur-Ochir reports

STEPPE GOLD ANNOUNCES MAILING AND FILING OF ANNUAL GENERAL AND SPECIAL MEETING MATERIALS IN CONNECTION WITH PROPOSED TRANSACTION WITH BOROO GOLD AND BOROO SINGAPORE

Steppe Gold Ltd. has filed with the applicable Canadian securities regulatory authorities the management information circular dated May 8, 2024, and related meeting materials of Steppe Gold for use at the annual general and special meeting of Steppe Gold shareholders to be held in connection with the proposed transaction with Boroo Gold LLC and Boroo Pte Ltd. (Boroo Singapore), or one of its affiliates, as previously announced on April 11, 2024. 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 that would result in Boroo Singapore, directly or indirectly, holding 55.9 per cent of the issued and outstanding common shares (calculated on a fully diluted basis); and (ii) Boroo Singapore will acquire the Tres Cruces oxide 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 $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 ounces per annum in 2025 and 150,000 ounces 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;
• Financing for exploration programs and further acquisition opportunities in Mongolia;
• Liquidity from the sale of the Tres Cruces project;
• Creation of a multiasset 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 St., Sukhbaatar district-1, Ulan Bator, 14241, Mongolia, on June 24, 2024, at 10 a.m. Ulan Bator time. Shareholders may vote in person at the meeting or by proxy. Shareholders who 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 a.m. Ulan Bator time 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+. Only shareholders of record as at the close of business on May 6, 2024, are eligible to vote at the meeting.

About Steppe Gold Ltd.

Steppe Gold is Mongolia's premier precious metal company and 100-per-cent owner of the Ato gold mine and the Uudam Khundii project in Mongolia.

About Boroo Gold LLC

Established in 1997, Boroo Gold is a leading gold producer in Mongolia with an over-50,000-ton-per-day mining fleet, a 5,500-ton-per-day mill and carbon-in-leach circuit gold processing plant, a three-million-ton-per-year heap leach and carbon-in-column plant, and an approximate work force 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.

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