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Steppe Gold Completes $12.1M Upsized Private Placement, with Participation by Eric Sprott and Steppe Gold's Management

Newsfile - Thu May 11, 2023

Ulaanbaatar, Mongolia--(Newsfile Corp. - May 11, 2023) - Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF)(the"Company"), is pleased to announce that it has successfully completed a non-brokered private placement (the "Private Placement"), raising a total of $12.1 million, which was upsized from the original estimate of $9 million. The private placement included participation from the Company's management and 2176423 Ontario, a company beneficially owned by Eric Sprott.

Under the Private Placement, the Company issued an aggregate of 11,000,000 common shares of the Company (the "Common Shares") at a price of $1.10 per Common Share for aggregate gross proceeds of $12,100,000.

Bataa Tumur-Ochir, President and Chief Executive Officer of Steppe Gold, stated: "I am thrilled to participate in this offering, and we are delighted to welcome a significant new shareholder and grateful for the continued support of our existing major shareholders, including Eric Sprott.

"The funds raised through this placement will be instrumental in achieving our strategic goal of securing project financing for the Phase 2 Expansion at ATO. We are confident that this expansion will unlock significant value for our stakeholders and drive sustainable growth for our company."

The Common Shares issued in connection with the Private Placement will be subject to a hold period of four months plus a day from the date of issuance pursuant to applicable securities laws.

Eric Sprott through 2176423 Ontario Ltd. ("217 Ontario"), a Corporation beneficially owned and controlled by him acquired an aggregate of 909,091 Common Shares for a total of $1,000,000 pursuant to the Private Placement (the "Sprott Participation"). Mr. Sprott is an insider of the Company and, as a result, his participation in the Private Placement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Sprott Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in Section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. A material change report was not filed more than 21 days in advance of the closing as the details of the Private Placement and the participation therein by Mr. Sprott was not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for sound business reasons.

On the Closing date, Bataa Tumur-Ochir ("Bataa") acquired an aggregate of 1,818,182 Common Shares for a total of $2,000,000 pursuant to the Private Placement (the "BataaTumur-Ochir Participation"). The Bataa Tumur-Ochir Participation is equal to approximately 2.18% of the issued and outstanding Common Shares following the completion of the Private Placement. Mr. Bataa Tumur-Ochir is an insider of the Company and, as a result, his participation in the Private Placement constitutes a "related party transaction" as defined in MI 61-101. The Bataa Tumur-Ochir Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance upon the exemptions contained in Section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. A material change report was not filed more than 21 days in advance of the closing as the details of the Private Placement and the participation therein by Mr. Bataa Tumur-Ochir was not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for sound business reasons.

Immediately prior to the completion of the Private Placement and the Bataa Tumur-Ochir Participation, Bataa beneficially owned a total of 6,650,883 Common Shares, representing undiluted beneficial ownership of approximately 9.17% of the issued and outstanding Common Shares prior to the completion of the Private Placement. Bataa also directly holds a convertible debenture with a principal amount of US$3,000,000 convertible into Common Shares at a price of US$0.68 per Share, with a maturity date of January 27, 2024 (if converted to Common Shares, would be an estimated total 4,411,764 Common Shares), 800,000 options exercisable to purchase Common Shares, 66,666 restricted stock units exercisable to purchase Common Shares, representing on a partially diluted basis, beneficial ownership of approximately 15.33% of the issued and outstanding Common Shares prior to the completion of the Private Placement.

Immediately following to the completion of the Private Placement, Bataa now beneficially holds a total of 8,469,065 Common Shares, representing undiluted beneficial ownership of approximately 10.14% of the issued and outstanding Common Shares following the completion of the Private Placement. Bataa also directly holds a convertible debenture with a principal amount of US$3,000,000 convertible into Common Shares at a price of US$0.68 per share, with a maturity date of January 27, 2024 (if converted to Common Shares, would be an estimated total 4,411,764 Common Shares), 800,000 options exercisable to purchase Common Shares, 66,666 restricted stock units exercisable to purchase Common Shares, representing on a partially diluted basis, beneficial ownership of approximately 15.48% of the issued and outstanding Common Shares following the completion of the Private Placement. This portion of this news release is issued pursuant to NI 62-103, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report of Mr. Bataa Tumur-Ochir will be available on the Company's issuer profile on SEDAR at www.sedar.com.

About Steppe Gold Ltd.

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) is Mongolia's premier precious metals company.

For more information, please contact:

Bataa Tumur-Ochir, CEO and President

Shangri-La office, Suite 1201, Olympic Street
19A, Sukhbaatar District 1,
Ulaanbaatar 14241, Mongolia

Website: www.steppegold.com
Email: investors@steppegold.com
Tel: +976 7732 1914

Forward looking and other cautionary statements

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws, including, without limitation, statements with respect to the Private Placement and the use of proceeds from the Private Placement. 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 the 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 "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict", 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/165703

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