Mr. Bataa Tumur-Ochir reports
STEPPE GOLD COMPLETES ACQUISITION OF BOROO GOLD, BECOMES THE LEADING GOLD PRODUCER IN MONGOLIA
Steppe Gold Ltd. has successfully completed the previously announced transaction between Steppe Gold and Boroo Gold LLC, whereby Steppe Gold has acquired all of the issued and outstanding common shares of Boroo Gold from an indirect, wholly owned subsidiary of Boroo Pte. Ltd. (Boroo Singapore). Concurrently with the closing of the Boroo Gold transaction, Steppe Gold also sold the Tres Cruces oxide project to Boroo Singapore for approximately $12-million (Canadian) in cash.
The transaction is expected to deliver several benefits to Steppe Gold:
- Increased production: Boroo Gold brings substantial additional production, with an estimated 431,000 ounces of gold production between 2024 and 2031.
- Immediate and strong cash flows to Steppe Gold: In 2023, Boroo Gold reported production of 67,315 ounces (oz) of gold, an AISC (all-in sustaining cost) of $847 per oz at an average gold price of $1,957.
- Additional flexibility in financing: Expected positive cash flows will allow flexibility in restructuring the $150-million project financing for the ATO phase 2 expansion.
- Cost savings and optimization: Steppe Gold has identified cost reductions through bulk purchasing, better equipment purchasing options and lower administrative expenses, as well as a number of optimization opportunities at the existing mines.
- Strong social licence: There have been over $1-billion (U.S.) in benefits to Mongolia since 2003 and $17.5-million (U.S.) in donations and investments in local soums.
- Environmental leadership: Boroo Gold is a leader in environmental stewardship of mining assets in Mongolia, with a proven record of innovation.
- Exploration upside: Identified exploration and resource expansion opportunities near its existing mines offer promising opportunities for future discoveries.
- Stronger focus: By divesting the Tres Cruces project for cash, Steppe Gold can concentrate its resources on growing its portfolio of Mongolian assets.
Forward guidance and near-term considerations:
- The combined ATO and Boroo gold mine production in 2024 and 2025 is expected to be between 80,000 and 90,000 ounces. Year-to-date (June 30) production at Boroo is 44,506 ounces.
- Capital expenditures in 2024 at Boroo are expected to be approximately $19-million due to some one-time upgrades of the mining fleet. Two thousand twenty-five capital expenditures are expected to be lower.
- In order to secure terms for debt and leases, Boroo Gold hedged the majority of its 2024 gold production at $2,000. This hedge is expected to expire in Q1 2025.
- Boroo Gold is being acquired on a zero net debt basis. Steppe Gold plans to provide further details on the posttransaction debt structure shortly.
- Steppe Gold expects to provide an update on the ATO phase 2 expansion construction and related financing in the near future, along with an update on improved terms reflecting the higher-gold-price environment and stronger financial position of the company.
Steppe Gold chairman and chief executive officer Bataa Tumur-Ochir commented: "We are very pleased to complete the acquisition of Boroo Gold and become Mongolia's leading primary gold producer. This transaction accelerates our path to becoming a multiasset Mongolia-focused mining group and, importantly, immediately provides strong cash flow to support our growth plans. It further provides flexibility to lower the cost of the project financing of the ATO phase 2 expansion. We emerge from this transaction as a stronger company with current positive cash flow and financial strength to deliver on our ambitious growth plans in Mongolia. The combined group will have the scale and depth to both accelerate and optimize development and exploration and exploit economies of scale in operations and procurement."
The transaction was approved at the annual general and special meeting of Steppe shareholders held on June 24, 2024. Further information on the transaction is set out in the management information circular of Steppe dated May 8, 2024, which is filed under Steppe's profile on SEDAR+.
Early warning disclosure by Boroo Singapore
Pursuant to the Boroo Gold transaction, Boroo Singapore was issued 143,796,574 common shares of Steppe Gold at a deemed price of 59 cents per common share. Prior to the Boroo Gold transaction, Boroo Singapore did not hold any securities of Steppe Gold and, upon completion of the Boroo Gold transaction, Boroo Singapore holds approximately 55.9 per cent of the common shares of Steppe Gold.
The consideration shares were acquired for investment purposes. Boroo Singapore has no current plans or intentions, which relate to, or would result in, acquiring additional securities of Steppe Gold, disposing of securities of Steppe Gold or any other actions described in Item 5 of Form 62-103F1, Required Disclosure under the Early Warning Requirements. Boroo Singapore may, depending on market and other conditions, increase or decrease its beneficial ownership of or control or direction over the company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
Further to the requirements of National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Boroo Singapore will file an updated early warning report that will be made available on SEDAR+. Further information and a copy of the early warning report may be obtained by contacting Jeremy South, senior vice-president and chief financial officer, at 976-7732-1914 or jeremy@steppegold.com.
Board changes
As a result of the transaction and subject to stock exchange approval, Tserenbadam Dugeree has been appointed to the board of Steppe Gold, pursuant to the share exchange agreement dated April 11, 2024, between Steppe Gold, Boroo Singapore and Centerra Netherlands BVBA. Boroo Singapore has the right to nominate another individual to the board, which is expected to occur in the coming weeks, pursuant to the investor rights agreement dated Aug. 1, 2024, between the company and Boroo Singapore.
In addition, Patrick Michaels has stepped down from the board, effective Aug. 1, 2024. The board would like to extend its sincere thanks to Mr. Michaels for his seven years of service as a director at Steppe Gold.
Advisers
Steppe Gold's legal counsel is Fasken Martineau DuMoulin LLP. Boroo Singapore's Canadian legal counsel is Stikeman Elliott LLP. Payet, Rey, Cauvi, Perez Abogados are Peruvian legal counsel to Steppe Gold and Boroo Singapore. Steppe Gold's financial adviser is Sequeira Partners. Boroo Singapore's financial adviser is Cormark Securities Inc.
Qualified person
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 (gold equivalent) resource base, is contained in the technical report of Steppe Gold, dated Nov. 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+.
Further information with respect to the Tres Cruces project is contained in the technical report of Steppe Gold, dated Aug. 21, 2023, and entitled, "Form 43-101F1 Technical Report Preliminary Economic Assessment." A copy of said report can be obtained from SEDAR+.
About Steppe Gold Ltd.
Steppe Gold is Mongolia's premier precious metals 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 tons per day mining fleet, 5,500 tons per day mill and carbon-in-leach circuit gold processing plant, three million tons per annum heap leach and carbon-in-columns 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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