Steppe Gold Signs Binding Term Sheet for US$150 Million to Fully Fund the Phase 2 Expansion at the ATO Gold Mine

Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9) (“Steppe Gold” or the “Company“) is very pleased to announce it has signed a binding term sheet (the “Term Sheet“) to provide up to US$150 million in financing to fully fund the construction and completion of the Phase 2 Expansion at the ATO Gold Mine (the “Phase 2 Expansion“).

ATO Phase 2 Expansion Highlights:

• US$150 million fully funded to finance the Phase 2 Expansion of the ATO Gold Mine.
• Initial funding of US$50 million loan approved to order equipment and long lead items.
• The financing payback period starts upon completion of Phase 2 Expansion.
• First concentrate production and sales from Phase 2 is anticipated in 2025.
• Construction has commenced with the crushing circuit at 90% completion.
• The EPC selection process is well advanced, with final negotiations on timelines.
• Fresh rock mine expansion life is 12 years, extending open pit mining and milling operations to December 2036.
• The open pit model demonstrates the fresh rock phase generating 1,237,000oz Au Eq recovered over 12 years, at an average Au Eq oz of 103,000oz per annum.
• Total gross revenue over the next 14 years is anticipated to be US$2.2 billion, including the current oxide phase.
• Approximately 300 new jobs will be created during the construction and operation phases.
• Project is fully supported by local communities and all stakeholders.
• The Government of Mongolia fully supports mining and industrial export revenues into the country.

This significant milestone is the culmination of two years of collaborative efforts with our key stakeholders in Mongolia as we successfully move forward with the Phase 2 expansion. Since our listing in 2018, the Company has been dedicated to establishing a strong social license for our sustainable mining project, aiming to create lasting value for the people of Dornod and Mongolia. The secured financing will spur employment and investment during the upcoming construction phase and sustain these benefits until at least 2036.

Recognizing the untapped economic potential within the expansive +5,500-hectare license area, the Company remains committed to an active exploration program to fully leverage its value.

The terms of the financing comprise three tranches of US$50 million each for a total of US$150 million, to be funded in line with the planned construction phase of the Phase 2 Expansion.

Financing Details

1. US$50 million term loan from the Trade and Development Bank of Mongolia (“TDB“). The Bank Loan will have a term of four years at an interest rate of 13.4% with flexible prepayment conditions.

2. Senior Secured Credit Facility for US$50 million comprised of a senior secured non-revolving amortizing loan (the “EPC Loan Facility“).

• Term of 60 months
• Repayments commencing 35 months from the Closing Date
• Funded in tranches commencing in January 2024
• Interest rate of 12% per annum

3. Senior Secured Gold Linked loan for US$50 million (the “Gold Linked Loan“)

• Subject to market conditions and equity markets, the Company has negotiated a Gold Linked Loan with fixed repayment terms.
• Repayments commencing from approximately January 1, 2026, which assumes first concentrate production in mid-2025.
• Gold-linked loan repayment over five years based on concentrate production with a final payment of US$40 million.
• Warrants with a $1.50 strike price to be issued on drawdown under the Gold Linked Credit Agreement, subject to approval of the Toronto Stock Exchange (the “TSX“).

Conditions and Next Steps

• The parties will move to definitive loan documentation, with funding in tranches over the next 9 – 12 months. The TDB Bank Loan will likely be funded starting in July.
• The lenders’ obligations to advance any loan proceeds shall be subject to the satisfaction of customary advance and release conditions for a project financing of this nature.
• Financial covenants will be customary for a financing of this nature.
• Steppe Gold is in discussions with Triple Flag Mine Finance, and Triple Flag has expressed their support in principle for the Phase 2 financing, and welcomes partnering with TDB on the Phase 2 Expansion.

Steppe Gold Chairman and CEO, Mr. Bataa Tumur-Ochir commented, “This is a significant milestone for Steppe Gold and secures the future of the ATO Gold mine for the next 14 years. It has been a challenging yet rewarding 5 years since we listed on the TSX, and the Company has been working towards unlocking the full potential of the ATO Gold Mine through the Phase 2 expansion. Most importantly, it allows the Company to move forward with all our stakeholders in Mongolia with a long-term and sustainable project in the region, with secure employment opportunities and positive economic outcomes.”

Steppe Gold Chairman and CEO, Mr. Bataa Tumur-Ochir expressed immense pride in this collaboration with TDB, its long-time banking partner and extended his gratitude to the entire TDB Group for their partnership and unwavering support in realizing their vision of developing Mongolia’s mining industry and boosting export revenues for the country.

The secured funding package will enable Steppe Gold to expedite the Phase 2 Expansion with confidence, ensuring that their objective of initiating concentrate sales in 2025 is met. During the construction phase of the expansion, the Company will maintain its production of gold and silver from the current oxide phase for a period of three years.

Jeremy South, Steppe Gold Senior Vice President and Chief Financial Officer noted, “We are very pleased to have reached agreement on a competitive lending package in a very difficult market for mine development financing. It underscores the strong fundamentals of the ATO Gold Mine and it represents a strong vote of confidence in Mongolia and in the Steppe Gold team. Importantly, it builds in flexibility in debt service and aligns the repayment schedule with the project cash flows, as well as limiting dilution in tough equity markets.”

Goh Way Chuan, Director of TDB Capital commented, “We are delighted to announce the extension of our long-standing partnership with Steppe Gold. The team at Steppe Gold has delivered on its promises and we are excited to partner with them on the Phase 2 Expansion with a flexible capital solution that matches risk and reward.”

Shaun Usmar, CEO of Triple Flag Mine Finance also commented, “As a founder investor in Steppe Gold and one of our initial stream partners, we congratulate Steppe Gold on this landmark financing for the Phase 2 Expansion at the ATO Gold Mine. We are excited to partner with TDB and Steppe Gold as they embark on this significant project.”

About Trade and Development Bank of Mongolia:
Trade and Development Bank of Mongolia is Mongolia’s oldest and leading corporate bank. The Bank acts as a primary lender to most of the Mongolian leading corporations, foreign corporations, and foreign representative offices across all major industrial and commercial sectors.

About TDB Capital
TDB Capital is an investment management company with well-diversified assets in various sectors and roots in the financial industry.

Steppe Gold Ltd.
Steppe Gold is Mongolia’s premier precious metals company.

For further information, please contact:
Bataa Tumur-Ochir, Chairman and CEO
Shangri-La office, Suite 1201, Olympic Street19A, Sukhbaatar District 1,Ulaanbaatar 14241,
Mongolia Tel: +976 7732 1914

Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements or disclosures relating to the Company that are based on the expectations of its management as well as assumptions made by and information currently available to the Company which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “allow”, “anticipated”, “assumed”, “believe”, “continue”, “estimates”, “expected”, “planned”, “potential”, “target”, “will” and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: terms of the debt financing, use of proceeds of the debt financing, capital expenditures of the Company, the impact of production on investment, job creation and value creation, the timing, goals, targets and revenue related to the Phase 2 Expansion and terms of the EPC Contract and future plans of the Company.

The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of the Company including, without limitation: that the Company will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; obtaining applicable TSX approval; and estimates related to the commencement and production of gold.

The Company believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including, without limitation: changes in business plans and strategies, market and capital finance conditions, general economic, market and business conditions; reliance on industry partners; and certain other risks detailed from time to time in the Company’s public disclosure documents including, without limitation, those risks identified in this news release, and in the Company’s annual information form for the year ended December 31, 2022, copies of which are available on the Company’s SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.

The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.