Early Warning Report Filed Pursuant to National Instrument 62-103

TORONTO, May 23, 2018 (GLOBE NEWSWIRE) -- EARLY WARNING REPORT REGARDING THE OWNERSHIP OF NEW AND EXISTING SECURITIES OF STEPPE GOLD LTD. BY CERTAIN FUNDS MANAGED BY ELLIOTT MANAGEMENT CORPORATION UPON THE CLOSING OF THE IPO OF STEPPE GOLD LTD.

Item 1 – Security and Reporting Issuer

This press release relates to units (the “Units”) of Steppe Gold Ltd. (the “Issuer”), each Unit consisting of one common share of the Issuer (each, a “Share”) and one common share purchase warrant (each, a “Warrant”).  Each Warrant entitles the holder to acquire one Share at a price of Cdn. $2.34 until 5:00 p.m. (Toronto time) on the date that is 24 months from May 22, 2018.

The Issuer’s address is:

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

The transactions that triggered the requirement to file this press release took place by way of subscription for Units being issued pursuant to the initial public offering of the Issuer, the closing of which occurred on May 22, 2018 (the “IPO”).

Item 2 – the Acquiror and the Transaction

This press release is being filed on behalf of:  The Liverpool Limited Partnership (“Liverpool”), which is owned and controlled by Elliott Associates, L.P. (“Elliott Associates”); Elliott Management Corporation (“Elliott Management”), which is the investment manager of Elliott Associates; Elliott International, L.P. (“Elliott International”) and its investment manager Elliott International Capital Advisors Inc. (“Elliott International Capital Advisors”); and Triple Flag Mining Finance Bermuda Ltd. (“Triple Flag”), all of which are collectively referred to as the “Acquiror”.

The address of the Acquiror is as follows:

c/o Elliott Management Corporation40 West 57th StreetNew York, New York USA 10019

On May 22, 2018, 2018, Liverpool purchased 480,000 Units at a price of Cdn. $2.00 per Unit pursuant to the IPO, for an aggregate subscription price of Cdn. $960,000 and Elliott International purchased 1,020,000 Units at a price of Cdn. $2.00 per Unit pursuant to the IPO, for an aggregate subscription price of Cdn. $2,040,000. 

Elliott Management is the investment manager of Elliott Associates, which owns and controls Liverpool. Elliott International Capital Advisors is the investment manager of Elliott International.  Mr. Paul Elliott Singer holds the majority of voting interests in Elliott International Capital Advisors, and is also a general partner of Elliott Capital Advisors, L.P., the sole shareholder of Elliott Management Corporation. Hambledon, Inc. is the sole general partner of Elliott International, which is deemed to be beneficially owned by Elliott Capital Advisors, L.P.  Triple Flag is indirectly owned, as to a majority of voting interests, by Triple Flag Mining Co-Invest LP, Triple Flag Mining Aggregator Ltd., and ultimately by Elliott International.

Item 3 – Interest in Securities of the Reporting Issuer

Immediately prior to the closing of the IPO, Triple Flag was the beneficial owner of 2,080,000 Shares, 2,080,000 common share purchase warrants and 2,300,000 unit purchase warrants, which are exercisable for units consisting of a common share and a common share purchase warrant exercisable for an additional common share at any time prior to 5 years from the IPO Date. After giving effect to the closing of the IPO and the deemed exercise of convertible securities held by Triple Flag at the time of the closing of the IPO, and after giving effect to the exercise of certain outstanding special warrants held by parties other than the Acquiror (the “Special Warrants”) but not any other outstanding convertible securities of the Issuer held by parties other than the Acquiror, the securities held by Triple Flag represented approximately 18.17% of the Issuer’s issued and outstanding common shares. As a result, the Acquiror held both beneficial ownership of, and control or direction over, those Shares.

As a result of the purchase of Units in the IPO by Liverpool and Elliott International, as described in Item 2.2 above, immediately following the closing of the IPO and the exercise of the Special Warrants, and after giving effect to the deemed full exercise of all convertible securities held by the Acquiror, including the securities that were held by Triple Flag prior to the completion of the IPO, the Acquiror held beneficial ownership of, and control or direction over: 1,500,000 Shares forming part of the Units; 1,500,000 additional Shares issuable upon exercise of the Warrants forming part of the Units; and the 8,760,000 Shares that were held by Triple Flag prior to the completion of the IPO (including securities deemed to be owned due to conversion rights).  Based on information received from the Issuer, there were 41,540,911 Shares outstanding after giving effect to the completion of the IPO and the full exercise of the Special Warrants; meaning that a total of 49,720,911 Shares would be outstanding on a partially diluted basis after giving effect to the exercise of the Warrants held by Liverpool and Elliott International.  As a result, the Acquiror is deemed to have beneficial ownership of, and control or direction over, a total of 11,760,000 Shares outstanding on a partially diluted basis, representing approximately 23.65% of the issued and outstanding Shares on that basis. This represents a net increase of 5.49% in the Acquiror’s holdings and deemed holdings of the Issuer’s issued and outstanding Shares as a result of the purchases of Units made in the IPO.

The Acquiror acquired 1,500,000 Units comprised of  1,500,000 Shares and 1,500,000 Warrants of the Issuer pursuant to the IPO.

The Acquiror has ownership of, and direction or control over, all of the Shares and Warrants described in this Item 3.

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 participate in a transaction which would relate to or result in the acquisition of additional securities of the Issuer, or the disposition 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 which would relate to or result in the occurrence of any of items listed below, 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:

1. a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
2. a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
3. a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
4. a material change in the present capitalization or dividend policy of the reporting issuer;
5. a material change in the reporting issuer’s business or corporate structure;
6. a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
7. a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
8. the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
9. a solicitation of proxies from securityholders;
10. an action similar to any of those enumerated above.

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. Under the Investor Rights Agreement, Triple Flag has a right to provide additional funding to Issuer under a demand promissory note if additional funding is required to complete construction of the Altan Tsagaan Ovo project.

For further details please contact:

ELLIOTT MANAGEMENT CORPORATIONTel: (212) 974-6000Email: [email protected]

Source: Elliott Management Corporation

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