Steppe Gold Ltd. Announces Filing of Final Prospec

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TORONTO, May 09, 2018 (GLOBE NEWSWIRE) -- Steppe Gold Ltd. ("Steppe Gold" or the "Company") is pleased to announce that it has obtained a receipt for its final prospectus filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec, in connection with its proposed initial public offering (the "Offering") of units of the Company (the "Units") at a price of $2.00 per Unit (the “Offering Price”) for gross proceeds of $21,138,370. Each Unit shall be comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable for one Common Share at an exercise price equal to $2.34 for a period of 24 months after the closing date of the Offering.

The Units are being sold on a “best efforts” agency basis by a syndicate of agents co-led by Haywood Securities Inc. and PI Financial Corp. (the "Agents") pursuant to an Agency Agreement dated May 2, 2018.

The Company has granted the Agents an over-allotment option, exercisable in whole or in part at any time until 30 days following the closing of the Offering, to purchase from the Company up to an additional 1,585,377 Units (being equal to 15% of the Units to be sold in the Offering) at the Offering Price for additional gross proceeds of $3,170,755 (if the over-allotment option is exercised in full) solely to cover over-allotments, if any, and for market stabilization purposes.

The final prospectus also qualifies the distribution of 1,930,815 Units on the deemed exercise of 1,287,210 previously issued special warrants of the Company (the "Special Warrants").  The Special Warrants were issued on a private placement basis on February 1, 2018 and February 22, 2018 pursuant to the terms of a Special Warrant Indenture dated February 1, 2018, as amended, between the Company and TSX Trust Company, as Special Warrant Agent for gross proceeds of $3,861,630.

The closing of the Offering is expected to occur on or about May 22, 2018 (the “Closing Date”) and is subject to customary closing conditions, including the receipt of all necessary approvals. Steppe Gold has received conditional listing approval of the Toronto Stock Exchange (the “TSX”) for the listing of its common shares. Listing is subject to the Company fulfilling all the requirements of the TSX on or before July 31, 2018. The common shares are expected to commence trading on the TSX under the symbol “STGO” on the Closing Date.

A copy of Steppe Gold's final prospectus dated May 2, 2018 is available on the SEDAR website at www.sedar.com.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to United States persons absent of registration, or the availability of any applicable exemption from the registration requirement, of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

Matthew Wood
President and Chief Executive Officer
E: mwood@steppegold.com

Cautionary Note Regarding Forward-Looking Statements 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 statements regarding the completion of the Offering. 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.