Steppe Gold Ltd. (TSX: STGO) (OTCQX: STPGF) (FSE: 2J9)
(“
Steppe Gold” or the “
Company”)
announces the following Board changes.
Matthew Wood has resigned as a director of the
Company. The President of the Company, Byambatseren Tsogbadrakh,
has joined the Board, with both notifications effective
immediately.
The Company would like to pay special thanks to
Mr. Wood for his outstanding contributions to Steppe Gold. As one
of the founders of Steppe Gold, Mr. Wood was responsible for
identifying the opportunity at the then ATO Deposit to develop a
two-phase project, to minimize the initial capex required and allow
for the development of the larger project, the Phase 2 Expansion
which is currently under construction.
Mr. Wood has a long history of success in mining
development in Mongolia and was a recipient of the prestigious
Polar Star, the highest state honour that can be awarded to a
non-citizen of Mongolia.
Bataa Tumur-Ochir, Chairman and CEO of Steppe
Gold, commented “We are hugely grateful for Matt’s leadership of
Steppe Gold, from the early days as a private company with a
greenfield site in Eastern Mongolia. He was instrumental in all
aspects of the development of the Company, through the additional
exploration phase and development strategy and the IPO in 2018. As
we move to become a multi-asset producer in Mongolia with the
pending acquisition of Boroo Gold, Matt will leave the Board to
focus on his exploration ventures both in Mongolia and elsewhere.
We wish him every success in his future endeavors.”
“We will look to refresh our Board as we work to
conclude the Boroo Gold acquisition, and we welcome our President,
Byambatseren as a Board member.”
In connection with Mr. Wood’s resignation,
Steppe Gold intends to issue an aggregate of 2,000,000 common
shares of the Company at a deemed price of $0.78 per share to
settle all amounts owing by Steppe Gold to Mr. Wood (the
“Settlement Transaction”). The Settlement
Transaction is subject to the approval of the Toronto Stock
Exchange, and other customary third-party approvals. The common
shares issued to Mr. Wood, or an affiliate, will be subject to a
statutory hold period of four months plus a day from the date of
issuance in accordance with applicable securities legislation, and
such further restrictions as apply under foreign securities
laws.
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.
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.
The Toronto Stock Exchange has not reviewed and
does not accept responsibility for the adequacy or accuracy of the
content of this news release.
Contact Information
Steppe Gold
Bataa Tumur-Ochir, Chairman and Chief Executive OfficerJeremy
South, Senior Vice President and Chief Financial Officer
Shangri-La office, Suite 1201, Olympic Street 19A, Sukhbaatar
District 1, Ulaanbaatar 14241, MongoliaTel: +976 7732 1914
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