Steppe Completes Private Placement and Announces Board Addition

TORONTO, July 02, 2019 - Steppe Gold Ltd. (TSX: STGO) (the “Company” or “Steppe Gold”) is pleased to announce that it has completed its previously announced private placement (the “Offering”) issuing US$5.4 million principal amount of 10% two year unsecured convertible debentures (“Debentures”).

As a result of higher investor interest, the Company intends to accommodate additional orders in a further tranche of US$2.0 million, to close following receipt of shareholder and regulatory approvals.

The Debentures will bear interest from the date of closing at 10% per annum, calculated and payable semi-annually in arrears on June 30 and December 31 in each year, commencing on December 31, 2019 and will mature on July 2, 2021.

The Debentures will be unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other Debentures issued under the Offering.

The Debentures will be convertible at the option of the holder into common shares of the Company at any time prior to the close of business on the maturity date at a conversion price of US$0.52 (Approx. C$0.70) per common share. The Company has the right to accelerate the conversion of the Debentures in the event the closing price of the common shares on the Toronto Stock Exchange exceeds C$2.00 for any period of 30 consecutive trading days.

The Debentures and any Common Shares issuable upon conversion or exercise thereof, as applicable, will be subject to a statutory hold period lasting four months and one day following the date of issuance.

The Company also wishes to announce the appointment of Mr Batkhuu Budnyam to the Company’s Board as a Director. Mr Budnyam is a successful entrepreneur and financial expert who has extensive experience in the banking and finance sectors in Mongolia. Until recently, Mr Budnyam served as Advisor to Chinggis Khaan Bank. Prior to joining Chinggis Khaan Bank, Mr Budnyam was Managing Director of Organic Solutions Mongolia LLC and previously to that was Managing Director of MFS Capital LLC. Mr Budnyam is a Mongolian national and speaks fluent English, Russian and German. He has a Bachelors’ Degree in Economics from the National University of Mongolia.

The Company is fortunate to be able to add someone of Mr Budnyam’s experience and expertise and it is expected that Mr Budnyam will be of great assistance in the successful development of the Company’s portfolio of precious metals projects in Mongolia.

ABOUT STEPPE GOLD LTD.

Steppe Gold is a precious metals development company with an aggressive growth strategy to build Steppe Gold into the premier precious metals company in Mongolia. The Company owns 100% of the advanced staged Altan Tsaagan Ovoo Gold Project where a heap leach development is currently being completed.

Cautionary Note Regarding Forward-Looking Statements:

The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Forward-looking statements in this release include, among other things, statements regarding the trading of the Common Shares and business, economic, and political conditions in Mongolia. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

BOARD OF DIRECTORS

MATTHEW WOOD
Chairman, President and CEO

BATAA TUMUR-OCHIR
Director and Executive Vice President Mongolia

ANEEL WARAICH
Director and Executive Vice President

PATRICK MICHAELS
Director

DR. ZAMBA BATJARGAL
Director

LEWIS MARKS
Director

SHELDON VANDERKOOY
Director

CONTACT INFORMATION

THE COMPANY’S HEAD OFFICE:

Shangri-La office, Suite 1201, Olympic street
19A, Sukhbaatar District 1,
Ulaanbaatar 14241, Mongolia
Tel: +976 7732 1914

TORONTO OFFICE:

90 Adelaide Street. W, Suite 400 Toronto, ON
M5H 3V9,
Canada
Tel: +1 647 697 0577

TRANSFER AGENT:

Lori Winchester
Senior Relationship Manager, Client Management

Phone: +1 416 607-7898
Cell: +1 416 671-4558
Email: lori.winchester@tmx.com