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Early Warning Report Regarding the Expiry of Unit Purchase Warrants of Steppe Gold Ltd. by Elliott Investment Management L.P., and Triple Flag International Ltd.

TORONTO, Sept. 20, 2022 (GLOBE NEWSWIRE) --

Item 1 – Security and Reporting Issuer

This press release relates to the expiry of Unit Purchase Warrants (the “Warrants”) of Steppe Gold Ltd. (the “Issuer”).

The Issuer’s address is:

Steppe Gold Ltd.
90 Adelaide St. West, Suite 400
Toronto, ON M5H 3V9

Item 2 – Identity of the Acquiror

This press release is being filed on behalf of Elliott Investment Management L.P. (“Elliott Investment Management”), which is currently the investment manager of The Liverpool Limited Partnership (“Liverpool”) and Elliott International L.P. (“Elliott International”), and is also being filed on behalf of Triple Flag International Ltd. (“Triple Flag”), which is indirectly owned, as to a majority of voting interests, by Elliott International. Elliott Investment Management, Liverpool, Elliott International and Triple Flag are collectively referred to as the “Acquiror”.

The address of the Acquiror is as follows:

c/o Elliott Investment Management L.P.
360 S. Rosemary Ave., 18th Floor
West Palm Beach, FL 33401
USA

This press release and the early warning report to which it relates are being issued and filed on a voluntary basis to report the updated current ownership percentage of Shares of the Issuer held and deemed to be held by the Acquiror, taking into account: (i) the expiry of the Unit Purchase Warrants (as defined below) which occurred on September 15, 2022, without any of the Unit Purchase Warrants held by the Acquiror having been exercised by the Acquiror prior to their expiry; (ii) that the Shares issuable upon the exercise of Underlying Warrants (as defined below) that would have been issued to the Acquiror, had any of the Unit Purchase Warrants held by the Acquiror been exercised prior to the expiry of the Unit Purchase Warrants, are no longer deemed to be held by the Acquiror; and (iii) the number of Shares of the Issuer that are currently issued and outstanding, which has changed since the date of the prior press release.

2.1 State the names of any joint actors.

Elliott Investment Management, Liverpool, Elliott Associates, L.P. (which owns and controls Liverpool), Elliott International and Triple Flag may all be considered joint actors with each other, and also with Triple Flag Mining Aggregator s.à r.l., which owns and controls Triple Flag.

Item 3 – Interest in Securities of the Reporting Issuer

Prior to the expiry of the Unit Purchase Warrants on September 15, 2022, the Acquiror was deemed to beneficially own, or have control or direction over, the following securities of the Issuer:

  • 1,050,000 Shares held by Elliott International;

  • 450,000 Shares held by Liverpool;

  • 2,080,000 Shares held by Triple Flag;

  • 2,300,000 additional Shares issuable to Triple Flag on the exercise of certain unit purchase warrants (the “Unit Purchase Warrants”), each entitling the holder to acquire, on or before September 15, 2022, one Share and one underlying warrant (the “Underlying Warrants”) at an exercise price of Cdn. $2.00 per Unit Purchase Warrant;

  • 2,080,000 additional Shares issuable to Triple Flag on the exercise of certain common share purchase warrants, each such warrant entitling the holder to acquire, on or before May 22, 2023, one Share at an exercise price per Share equal to the initial public offering price of Steppe Gold Ltd.; and

  • assuming exercise of the Unit Purchase Warrants on or before September 15, 2022, 2,300,000 additional Shares issuable to Triple Flag on the exercise of Underlying Warrants, each Underlying Warrant entitling the holder to acquire, on or before May 22, 2023, one Share at an exercise price per Share equal to the initial public offering price of Steppe Gold Ltd.

Following the expiry of the Unit Purchase Warrants on September 15, 2022, none of which had been exercised by the Acquiror prior to expiry, the Acquiror was deemed to beneficially own, or have control or direction over, an aggregate of 4,160,000 Shares, as follows:

  • 1,050,000 Shares held by Elliott International;

  • 450,000 Shares held by Liverpool;

  • 580,000 Shares held by Triple Flag; and

  • 2,080,000 additional Shares issuable to Triple Flag on the exercise of certain common share purchase warrants (the “Remaining Warrants”), each such warrant entitling the holder to acquire, on or before May 23, 2023, one Share at an exercise price per Share equal to the initial public offering price of Steppe Gold Ltd.

Based on 69,548,657 Shares issued and outstanding, as reported by the Toronto Stock Exchange website as of September 18, 2022, and as reported in the Issuer’s Management Discussion and Analysis for the period ended June 30, 2022 (filed by the Issuer on SEDAR on August 15, 2022), after giving effect to the exercise of the Remaining Warrants there would be 71,628,657 Shares issued and outstanding on a partially-diluted basis. Accordingly, the Shares held or deemed to be held by the Acquiror currently represent approximately 5.8% of the issued and outstanding Shares.

Item 4 – Purpose of the Transaction

As of the date of this press release, the Acquiror does not have any specific current plan or future intention to acquire or dispose of securities of the Issuer, but may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions in the ordinary course, depending on market conditions and other factors material to the Acquiror’s investment decision.

As of the date of this press release, the Acquiror does not have any specific current plan or future intention to participate in a transaction or other material change relating to the Issuer, but may decide to do so in the event that a firm proposal for a transaction or other material change is advanced by the Issuer, or any other party, on terms satisfactory to the Acquiror.

Item 5 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

Triple Flag and the Issuer entered into an investor rights agreement dated September 15, 2017 (“Investor Rights Agreement”), to be in effect until certain milestone dates are achieved under Triple Flag’s metals purchase and sale agreement with the Issuer and Steppe Gold LLC dated August 11, 2017. Pursuant to the terms of the Investor Rights Agreement, Triple Flag is granted a director nomination right for so long as the Investor Rights Agreement remains in effect. At any time that Triple Flag has not exercised its director nomination right, it shall be entitled to a board observer right. Triple Flag also has a pre-emptive right to, subject to certain exceptions, participate in any equity issuances of the Issuer up to Triple Flag and its affiliate’s pro rata share.

For further details or to obtain a copy of the early warning report filed in connection with this press release, please visit www.sedar.com or contact:

ELLIOTT MANAGEMENT CORPORATION

Jeffrey Blum
Tel: (212) 974-6000
Email: jblum@elliottmgmt.com