Steppe Gold Announces Board Changes - Seite 2

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.