Early Warning Report Regarding the Expiry of Unit Purchase


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

Item 1 – Issuer for Security and Reporting

This press release relates to the expiration of share purchase warrants (the “Warning Notes”) from Steppe Gold Ltd. (the “Exhibitor”).

The address of the issuer is:

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

Item 2 – Identity of the Acquirer

This press release is issued on behalf of Elliott Investment Management LP (“Elliot Investment Management”), which is currently the Investment Manager of The Liverpool Limited Partnership (“Liverpool“) and Elliott International LP (“Eliot International“), and is also used on behalf of Triple Flag International Ltd. (“Triple flag’), which Elliott International indirectly owns with a majority of the voting rights. Elliott Investment Management, Liverpool, Elliott International and Triple Flag are collectively referred to as “acquirer“.

The address of the purchaser is as follows:

c/o Elliott Investment Management LP
360 S. Rosemary Avenue, 18th floor
West Palm Beach, FL 33401
United States of America

This press release and the early warning report to which it relates are being issued and submitted on a voluntary basis to report the updated current ownership percentage of shares in the Issuer held and deemed to be held by the transferee, 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 acquirer being exercised by the acquirer prior to their expiration; (ii) that the Shares that might be issued upon the exercise of underlying Warrants (as defined below) that would have been issued to the acquirer if any of the Unit Purchase Warrants held by the acquirer had been exercised prior to the expiration of the Unit Purchase Warrants , are no longer deemed to be held by the acquirer; and (iii) the number of shares of the issuer currently issued and outstanding, which has changed since the date of the previous press release.

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2.1 Provide the names of any common actors.

Elliott Investment Management, Liverpool, Elliott Associates, LP (which owns and controls Liverpool), Elliott International and Triple Flag can all be considered joint players, and also with Triple Flag Mining Aggregator s.à rl which owns and controls Triple Flag.

Item 3 – Interest in securities of the reporting issuer

Prior to the expiration of the Share Purchase Warrants on September 15, 2022, the purchaser 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 owned by Triple Flag;
  • 2,300,000 additional Shares that may be issued to Triple Flag upon the exercise of certain Share Purchase Warrants (the “Warrants to Purchase Units’), each of which entitles the holder to purchase one share and underlying warrant on or before September 15, 2022 (the ‘Underlying Warrants“) at an exercise price of Cdn. $2.00 purchase warrant per unit;
  • 2,080,000 additional shares that may be issued to Triple Flag upon the exercise of certain warrants to purchase common shares, each warrant entitling the holder to purchase one share on or before May 22, 2023 at an exercise price per share equal to the initial issue price by Steppe Gold Ltd.; and
  • assuming exercise of the Unit Purchase Warrants on or before September 15, 2022, 2,300,000 additional shares that may be issued to Triple Flag upon exercise of the underlying warrants, each underlying warrant entitling the holder to exercise on or before May 22, 2023 Exercise price per share equal to the initial issue price of Steppe Gold Ltd.
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Upon the expiration of the Share Purchase Warrants on September 15, 2022, none of which had been exercised by the acquirer prior to expiration, the acquirer was deemed to beneficially own, control or direct 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 owned by Triple Flag; and
  • 2,080,000 Additional Shares payable to Triple Flag upon the exercise of certain common share purchase warrants (the “Remaining Warrants”), each such Warrant entitling the holder to purchase one share on or before May 23, 2023 at an exercise price per share equal to the initial issue price of Steppe Gold Ltd.

Based on 69,548,657 shares issued and outstanding as reported on the Toronto Stock Exchange website as of September 18, 2022 and in the Issuer’s Management Discussion and Analysis for the period ended June 30, 2022 (filed by the Issuer on SEDAR on August). December 2022), upon the effective date of exercise of the remaining warrants, 71,628,657 shares would be issued and outstanding on a partially diluted basis. Accordingly, the shares held or deemed to be held by the acquirer 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 purchaser has no specific plans or intentions for the future to purchase or sell any securities of the issuer, but may in the future purchase or sell securities of the issuer on the open market or in private transactions in the ordinary course, depending on the market conditions and other factors relevant to the purchaser’s investment decision.

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As of the date of this press release, the Acquirer currently has no specific plans or intentions for the future to engage in any transaction or other material change relating to the Issuer, but may elect to do so if a firm offer is made for a transaction or other material change Changes will be promoted by the Issuer or any other party on terms satisfactory to the purchaser.

Item 5 – Agreements, understandings, commitments or understandings relating to securities of the reporting issuer

Triple Flag and the Issuer entered into an Investor Rights Agreement on September 15, 2017 (“Investor Rights Agreement”), effective pending the achievement of certain milestone dates under Triple Flag’s metal purchase and sale agreement with the Issuer and Steppe Gold LLC dated August 11, 2017. Under the terms of the Investor Rights Agreement, Triple Flag is granted a director nominating right while the Investor Rights Agreement is in effect. At any time that Triple Flag has not exercised its right to be nominated as a director, it is entitled to observer rights on the Board. Triple Flag also has a right of first refusal to participate in the issuer’s stock offering up to Triple Flag and its subsidiary’s pro rata interest, subject to certain exceptions.

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

ELLIOTT MANAGEMENT CORPORATION

Jeffrey Blum
Tel: (212) 974-6000
Email: [email protected]



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