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Steppe Gold Ltd. — Management Reports 2025
Nov 14, 2025
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Management Reports
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STEPPE GOLD
Mongolia's Premier Precious Metals Company
Management Discussion and Analysis
Third Quarter 2025 Results
Three and Nine Months Ended September 30, 2025
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
SIGNIFICANT TRANSACTION
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
5
NON-IFRS MEASURES
6
TECHNICAL INFORMATION
7
ADDITIONAL INFORMATION
9
GROUP OVERVIEW
9
THIRD QUARTER HIGHLIGHTS
9
HEALTH AND SAFETY
11
MANAGEMENT AND BOARD CHANGES
11
GEOPOLITICAL RISKS
12
FINANCIAL OVERVIEW
12
- STATEMENT OF FINANCIAL POSITION
14 - INCOME STATEMENT
22 - CASH FLOW STATEMENT
24
RELATED PARTY TRANSACTIONS
25
OPERATIONAL OVERVIEW
28
- GOLD MINE OPERATIONAL SUMMARY
29 - SUMMARY OF QUARTERLY RESULTS
30 - ATO PHASE 2 EXPANSION
30
EXPLORATION AND DEVELOPMENT
31
- BOROO GOLD MINE
31 - ATO GOLD MINE
31 - UUDAM KHUNDII PROPERTY
32 - BORNUUR EXPLORATION SITE
32 - EXPLORATION OUTLOOK
33 - OUTLOOK
33
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ACCOUNTING CHANGES
33
- CRITICAL ACCOUNTING POLICIES AND ESTIMATES
33 - ACCOUNTING POLICIES
33
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
33
- CREDIT RISK
33 - LIQUIDITY RISK
34 - MARKET RISK
35 - COMMODITY PRICE RISK
36 - EMBEDDED DERIVATIVES
36 - STREAM AGREEMENT
36 - CAPITAL RISK MANAGEMENT
37 - EVOLVING CORPORATE GOVERNANCE
37 - INTERESTS OF THE CONTROLLING SHAREHOLDER
37 - SHAREHOLDER ACTIVISM
38 - OTHER RISKS AND UNCERTAINTIES
38
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
NON-IFRS PERFORMANCE MEASURES...39
- RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ...39
- EBITDA ...39
- KEY PERFORMANCE INDICATORS...39
CORPORATE GOVERNANCE...41
- DISCLOSURE CONTROLS AND PROCEDURES...41
- INTERNAL CONTROL OVER FINANCIAL REPORTING ...41
- LIMITATIONS OF CONTROLS AND PROCEDURES...41
- CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING ...42
STEPPE GOLD STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
Management Discussion and Analysis
Steppe Gold Ltd. (the "Company" or "Steppe Gold") was incorporated under the laws of the Business Corporations Act (Ontario) by Articles of Incorporation dated October 5, 2016. The Company is domiciled in Canada and its registered office is at 333 Bay Street, Suite 2400, Toronto, Ontario M5H 2T6.
Significant Transaction
On August 1, 2024, the Company acquired all of the shares of Boroo Gold LLC ("Boroo Gold") in exchange for 143,796,574 common shares of the Company, representing 55.9% of the fully diluted common shares immediately prior to the closing date. The acquisition was completed pursuant to a share exchange agreement with Centerra Netherlands BVBA ("Centerra") and Boroo Pte Ltd. ("Boroo Singapore") (the "Boroo Gold Transaction"). At the time, Boroo Gold, based in Mongolia, was 100% owned by Centerra, which in turn, was and continues to be, indirectly owned 100% by Boroo Singapore.
Following completion of the Boroo Gold Transaction, it was determined that Boroo Singapore controlled the Company and therefore Boroo Gold, as 100% subsidiary of Boroo Singapore, would be considered for financial accounting purposes as the accounting acquirer and the Boroo Gold Transaction should be accounted for as a reverse acquisition as defined in International Financial Reporting Standards ("IFRS") 3 Business Combinations.
Under the reverse acquisition rules the entity that issues its shares to effect the transaction is determined for accounting purposes to be the acquiree (also called the accounting acquiree or legal acquirer), while the entity whose shares are acquired is, for accounting purposes, the acquirer (also called the accounting acquirer or legal acquiree). The accounting acquiree generally continues in existence as the legal entity whose shares represent the outstanding common shares of the combined company and continues to issue its own financial statements. However, the financial reporting reflects the accounting acquirer's financial information, except for its equity, which is retroactively adjusted to reflect the equity of the accounting acquiree.
The following management's discussion and analysis ("MD&A") of the financial condition and results of operations are comprised of the Company and its subsidiaries including Boroo Gold (together referred to as the "Group") for the three and nine months ended September 30, 2025. As Boroo Gold is considered the accounting acquirer the comparative figures for the three and nine months ended September 30, 2024 reflect the financial and operating performance of Boroo Gold up to August 1, 2024 and then of the combined Group subsequent to August 1, 2024.
The MD&A constitutes management's review of the factors that affected the Group's financial and operating performance for the three and nine months ended September 30, 2025 and 2024. This discussion should be read in conjunction with the condensed interim consolidated financial statements as at and for the three and nine months ended September 30, 2025, together with the notes thereto, which have been prepared in compliance with IAS 34 Interim Financial Reporting.
This MD&A is dated as of November 13, 2025 unless otherwise indicated.
All monetary amounts, except per unit amounts, in this MD&A are expressed in thousands of United States dollars, unless otherwise noted. Unless otherwise noted or the context indicates otherwise "we", "us", "our", the "Group" refers to the Company and its direct and indirect subsidiaries.
Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. You should carefully read "Cautionary Statement Regarding Forward-Looking Information" in this MD&A and should not place undue reliance on any such forward-looking statements.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Further information about the Company and its operations is available on the Company's website at www.steppegold.com.
Cautionary Statement Regarding Forward-Looking Information
This MD&A contains certain forward-looking information and statements which may not be based on fact, including, without limitation, statements regarding the Group's expectations in respect of: future financial position; the realization of the bonds entered into by the Group; the repayment of the bonds to be applied to debt reduction and working capital needs; compliance with key covenants of the Group's contracts; the repayment of the Triple Flag Gold Prepay Loan; certain amendments to the EPC Contract; business strategy of the Group; future exploration and production, including, but not limited to, tracking the depth of ore body continuation within the mining licenses of the Boroo and Ulaanbulag hard-rock deposits; increasing reserves; mineral resource potential; exploration drilling; permitting; access to capital; reagent supply chain operations; events or developments that the Group expects to take place in the future; the expected results of exploration activities; resumption of gas supply in Mongolia and Russia; the estimation of mineral resources; the ability to identify new mineral resources and convert mineral resources into mineral reserves; ability to raise additional capital and complete future financings; capital expenditures and costs, including forecasted costs; increase of capital expenditures with new fleet additions; use and repayment of loan proceeds; future loan agreements; the Group's pledge of certain licenses, movable properties and immovable properties; the ability of the Group to comply with environmental, safety and other regulatory requirements; future prices of precious metals; the production and construction schedule of, and the ability of the Group to obtain all necessary approvals and permits in connection with, the development of the Altan Tsagaan Ovoo ("ATO") Project (the "ATO Project") or the ATO gold mine (the "ATO Gold Mine") and development of the Boroo Mine and Ulaanbulag Mine ("Boroo Project"); approval from the MRPAM for the reserve report of the Boroo hard-rock gold deposit and the updated feasibility study of the Ulaan deposit; the renegotiation of the Phase 2 Expansion financing terms with stakeholders and the potential success of such negotiations; the negotiation and success thereof with stream and finance partners; the Group's future outlook and anticipated events, such as the Group's board and management team; the potential for value creation to the Group's shareholders; anticipated gold production of Boroo Gold and combined gold production of the Group; capital expenditures of the Group; the anticipated cash flow of the Group; discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto; and the Company's intention of retaining the Trinity One Metals Ltd (formerly Aranjin Resources Ltd.) common shares. All statements, other than statements of historical facts, are forward-looking information and statements.
The words "believe", "expected", "outlook", "projected", "anticipated", "continue", "goal", "future", "focus", "forecasted", "estimate", "exploring", "intends", "opportunity", "potential", "proposed", "may", "will", "could", "would" and similar expressions identify forward-looking information and statements.
Such forward-looking information and statements are based upon a number of estimates and assumptions that, while considered reasonable by the Group as of the date of such information and statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions relate to, among other things: general economic and market conditions; gold prices; the ability of the Group to maintain normal operations during the Russia-Ukraine war and as a result of related sanctions; the Company's ability to continue to successfully satisfy all covenants under the Stream Agreement and the Group's ability to meet significant near-term liquidity and operation requirements; the accuracy of mineral resources and mineral reserve statements and the other estimates and assumptions contained in the ATO Technical Report and BG Technical Report; material adverse effects on the business, properties and assets of the Group; and discrepancies between actual and estimated production and test results, mineral reserves and resources and metallurgical recoveries.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Readers are cautioned that forward-looking information and statements are not guarantees of future performance. There can be no assurance that such information and statements will prove to be accurate and actual results and future events could differ materially from those presented in such information and statements. Forward-looking information and statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information and statements. Such risks include, but are not limited to: the integration of the Company and Boroo Gold and the benefits and progress thereof; the integration process may result in loss of key employees and the disruption of ongoing business, stakeholder, customer and employee relationships that may adversely affect the Company's performance; the failure to reach favorable negotiation terms with the Group's stream and finance partners, including, but not limited to, the terms of the financing of the Phase 2 Expansion; the expected growth in reserves and resources through organic exploration at current and nearby operations; potential acquisitions of the Group; the recoverability of the bonds issued by Boroo Singapore; timing of a revised feasibility study; the impact of any pending litigation and settlement thereof; a significant portion of the Company's business is carried on through subsidiaries, including foreign subsidiaries, accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict the Company's ability to fund its operations and projects efficiently; Boroo Singapore beneficially owns approximately 55.9% of the Company's outstanding Common Shares and, governed by the Boroo Investor Rights Agreement, can influence the Company's governance and operations; the Company's compliance with evolving corporate governance and public disclosure regulations, imposed by various governmental and self-regulatory organizations, has increased compliance costs and risks, potentially adversely affecting its securities' price, while also diverting management's focus and increasing administrative expenses; the volatility of the price of gold; uncertainty of mineral resources; exploration potential; mineral grades and mineral recovery estimates; delays in exploration and development plans; insufficient capital to complete development and exploration plans; risks inherent with mineral acquisitions; delays in obtaining government approvals or permits; financing of additional capital requirements; commercial viability of mineral deposits; cost of exploration and development programs; risks associated with competition in the mining industry; risks associated with the ability to retain key executives and personnel; the impact of the Russia-Ukraine war and related sanctions; title disputes and other claims; the risk that insurance may not be available to the Group on reasonable terms or at all; changes in governmental and environmental regulation that results in increased costs; the Company's failure to adhere to representations, warranties, affirmative and negative covenants under the Stream Agreement, which could give rise to an event of default under the Stream Agreement; risk of increases in the anticipated total capital and operating costs relating to development and operation of the ATO Project and the Group's ability to meet such costs; cost of environmental expenditures and potential environmental liabilities; and accidents and labour disputes. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information and statements.
Non-IFRS Measures
Certain non-IFRS measures are included in this MD&A, including earnings before interest, taxation, depreciation and amortization ("EBITDA") and all-in sustaining cost ("AISC"), which are non-IFRS performance measurements. Cash costs and AISC are included because these statistics are widely accepted as the standard of reporting cash costs of production in North America. These performance measurements do not have a meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measurements should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Certain other key measures for ATO are included below:
- Mineral Reserves estimates are set out in the ATO Technical Report and effective August 27, 2022, and are based on the Measured and Indicated Resource Estimate by R. Rankin, QP.
- ATO and Mungu Mineral Reserves are set out in the ATO Technical Report and are effective as of August 27, 2022.
- Mineral Reserves are included in Mineral Resources.
- Mineral Reserves are reported in accordance with JORC and Canadian Institute of Mining, Metallurgy and Petroleum and National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") guidelines.
- Ore dilution is 3% and ore loss is 2%.
- Contained metal estimates have not been adjusted for metallurgical recoveries.
- The open pit mineral reserves are estimated using a cut-off grade of 0.40 g/t AuEq for oxide material and 0.43 g/t AuEq for transition and fresh material.
- Mineral reserves are contained within an optimised pit shell based on a gold price of $1,700 per ounce.
- A conversion factor of 31.103477 grams per troy ounce and a conversion factor of 453.59237 grams per pound are used in the resource and reserves estimates.
- AuEq has been calculated using the following metal prices: $1,700/oz gold, $20/oz silver, $1,970/t lead, $2,500/t zinc.
- Oxide AuEq calculation: $AUEQ_{(g/t)} = Au_{(g/t)} + \frac{Ag_{(g/t)} \times 21 \times 0.4}{1,610 \times 0.7}$
- Transition and fresh AuEq calculation: $AuEq_{(g/t)} = Au_{(g/t)} + \frac{Ag_{(g/t)} \times 21 \times 0.858}{1,610 \times 0.8} + \frac{Pb_{(%)} \times 1,970 \times 0.88}{1,610 \times 0.8} + \frac{Zn_{(g/t)} \times 2515 \times 0.88}{1,610 \times 0.8}$.
- Totals may not match due to rounding.
- The mineral reserves are stated as dry tonnes processed at the crusher.
ATO Technical Information
Following the release of the "Altan Tsagaan Ovoo Project (ATO) 2022 Mineral Resources & Reserves Report (NI 43-101)" on March 13, 2023 (the "ATO Technical Report"), the technical information contained herein relating to mineral reserve estimates of the ATO Project is based on, and fairly represents, information compiled by Grant Walker, Be (Mining) MAusIMM CP(Mining). Mr. Walker is independent within the meaning of NI 43-101, as a full-time employee of Xenith Consulting Pty Ltd. Mr. Walker has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity for which he is undertaking to qualify as a "Qualified Person" under NI 43-101.
The technical information contained herein relating to the ATO Project mineral resource estimates is based on, and fairly represents, information compiled by Robin Rankin, MSc DIC MAusIMM CP(Geo). Mr. Rankin is independent within the meaning of NI 43-101, as a full-time employee of Geores. Mr. Rankin has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a "Qualified Person" under NI 43-101. The technical and geological sections of this MD&A was approved by Enkhtuvshin Khishigsuren, former exploration consultant of the Company who was a "Qualified Person" as defined in NI 43-101 and was employed by the Company at the time the work was performed. The effective date of the current mineral resource estimate is August 27, 2022.
All mineral reserve and resources have been estimated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
The Qualified Persons were not aware of any other factors, including environmental, title, economic, market or political, which could generally influence the resources and reserves reported herein for the ATO Project.
Factors that could alter the resources and reserves (but in all cases relatively insignificantly in the Qualified Persons' view) were changes in grade cut-off; bulk density; gold equivalent (through variations in world metals prices); geological model; JORC classification; and mining method with depth (possibly a factor at the deeper Mungu deposits where underground mining would be considered, and which would have a higher-grade cut-off).
Boroo and Ulaanbulag Technical Report
On June 21, 2024, the Company filed an amended technical report for the Boroo and Ulaanbulag Gold Project titled "Boroo and Ulaanbulag Gold Project 2024 Mineral Resources & Reserves Technical Report (Amended NI 43-101)" with an effective date of February 1, 2024 (the "BG Technical Report"). The BG Technical Report was prepared for Boroo Gold by Game Mine, LLC ("Game Mine") in accordance with NI 43-101. The technical information contained therein relating to mineral reserve estimates of the Boroo and Ulaanbulag Project are based on, and fairly represents, information compiled by Tuvshinbayar Batbayar /MAusIMM (CP). Mr. Tuvshinbayar is an independent consultant within the meaning of NI43-101, as a consultant for Game Mine. Mr. Tuvshinbayar has sufficient experience which is relevant to the style of mineralization, types of deposits, technical and geoscientific content under consideration and to the activity for which he is undertaking to qualify as a "Qualified Person" under NI 43-101.
The effective date of the current mineral resource estimate is February 1, 2024. All mineral reserve and resources have been estimated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101. Proven and Probable Mineral Reserves at Boroo gold deposit are estimated to contain 24.3 million tonnes (Mt) grading $0.72\mathrm{g / t}$ Au for a total of 567 thousand ounces (Koz) of contained Au metal. Proven and Probable Mineral Reserves at Ulaanbulag gold deposit are estimated to contain 6.2 million tonnes (Mt) grading $0.66\mathrm{g / t}$ Au for a total of 130 thousand ounces (Koz) of contained Au metal.
Certain other key measures for Boroo Gold Mine and Ulaanbulag Gold Mine are included below:
- Mineral Reserves estimates are set out in the BG Technical Report and effective February 1, 2024, and are based on the Measured and Indicated Resource Estimate by Tuvshinbayar Batbayar.
- Boroo and Ulaanbulag Mineral Reserves are set out in the BG Technical Report and are effective as of February 1, 2024.
- Mineral Resources that are not Mineral Reserves have no demonstrated economic viability.
- Mineral Reserves are reported in accordance with JORC and Canadian Institute of Mining, Metallurgy and Petroleum and NI 43-101 guidelines.
- No mining Dilution Factor was applied.
- The cut-off grade used to report the reserves has been chosen by Game Mine at greater than 0.1 g/t gold for heap leach ore and greater than 0.43, 0.46 and 0.52 g/t gold for milling depends on mill recovery domain.
- Reporting cut-off grade for Ulaanbulag Mineral Resources is 0.1 g/t Au (include both heap leach and milling ore).
- Mineral reserves are contained within an optimized pit shell based on a gold price of $1,750 per ounce.
- A conversion factor of 31.103477 grams per troy ounce and a conversion factor of 453.59237 grams per pound are used in the resource and reserves estimates.
- Au has been calculated using the following metal prices: $1,750/oz gold.
- Totals may not match due to rounding.
- The Mineral Reserves are stated as dry tonnes processed at the crusher.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Additional Information
Additional information regarding the Company, including the Company's annual information form for the year ended December 31, 2024, can be found on SEDAR+ at www.sedarplus.ca and www.steppegold.com.
Group Overview
The Group is a precious metals exploration, development, and production organization focused on opportunities in Mongolia. As at September 30, 2025, the Group has three principal assets (i) an operating open pit mine, the ATO Gold Mine, located in the Dornod province of Eastern Mongolia, (ii) the Boroo Gold Mine, an open pit mine and mineral processing operation located in the Selenge province of Northern Mongolia, and (iii) the Ulaanbulag Gold Mine, an open-pit mine located approximately 21 km away from the Boroo Gold Mine. The Group also owns two exploration projects - the Bornuur mineral exploration property and the Uudam Khundii exploration property.
Steppe Gold was incorporated under the Business Corporations Act (Ontario) on October 5, 2016. The head office of the Company is located at Shangri-La office Suite 1201, Olympic Street 19A, Sukhbaatar District 1, Ulaanbaatar 14241, Mongolia. The Company is domiciled in Canada and the address of its registered office is 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6, Canada.
Boroo Gold was incorporated as a Limited Liability Company in accordance with Resolution No. A-98 issued by the founder dated on May 5, 1997, under the Laws of Mongolia. Boroo Gold was granted the State Registration Certificate No. 9019011029 (Registration No. 2094533) on July 4, 2006.
Third Quarter Highlights
(all figures in US$000's unless stated otherwise, except per unit figures which are in US$. References to the "Group" include the Company and its subsidiaries including Boroo Gold LLC ("Boroo Gold"))
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For the three months ended September 30, 2025, total Group revenue was $27,302, derived from sales of 7,988 ounces of gold and 1,475 ounces of silver, as well as $2,096 from processing third-party ore. Following the quarter's close, the Group sold an additional 7,966 ounces of gold, generating revenue of $32,116 at an average sales price of $4,032 per ounce. On a pro forma basis, including the finished goods balance, third-quarter sales would have totaled 15,954 ounces of gold, resulting in total revenue of $59,418.
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For the nine months ended September 30, 2025, total Group revenue was $91,997, from the sale of 38,590 ounces of gold and 23,700 ounces of silver, as well as third-party ore processing revenue amounting to $2,096. After adjusting for finished goods as of September 30, 2025, pro forma Group sales for the period would have totaled 46,556 ounces of gold, resulting in consolidated revenue of $124,113.
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With continuing strong gold prices, the Group expects to see strong operating cash flow in the fourth quarter of 2025 driven by production at the Boroo Gold mine. Estimated production for the fourth quarter is 15,000 ounces and estimated capital expenditures will be approximately $12,000 for the quarter.
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Average realized prices for the three and nine months ended September 30, 2025, were $3,412 and $2,367 per gold ounce, respectively. All sales are now occurring at spot price, following expiry of the forward sales contract on June 10, 2025.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
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The Group reported Adjusted EBITDA of $15,595 and $51,793 for the three and nine months ended September 30, 2025, respectively. Following the end of the quarter, the Group sold 7,966 ounces of finished goods that generated revenue of $32,116. Pro forma adjusted EBITDA, which includes sales of third quarter finished goods, amounted to $38,032 and $74,230 for the three and nine month periods ended September 30, 2025, respectively.
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For the three and nine months ended September 30, 2025, site AISC for the Group were $2,499 and $1,375, respectively. Total AISC for these periods were $2,780 and $1,544, respectively. The increase in AISC during the quarter was primarily attributable to the timing of gold sales and higher sustaining capital expenditures including major equipment upgrades. On a pro forma basis, including sales of finished goods from the third quarter, site AISC and total AISC were $1,869 and $2,010 for the quarter, and $1,350 and $1,492 for the nine months ended September 30, 2025, respectively.
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The Group reported strong working capital of $124,497 as at September 30, 2025. Working capital included high interest bond investments of $102,085 which accrue interest at between 8% to 13.4% and mature on December 31, 2025. The repayment of these bonds, with an estimated value at maturity of approximately $104,000, will be applied to debt reduction and working capital needs.
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As at September 30, 2025, Group net debt was $61,657, after deduction of the bond investments. The Group has been actively working with its principal lenders at Trade and Development Bank ("TDB") to restructure debt facilities, repay higher rate loans, and better align its combined debt facilities with cash flow at the operating mines and the upcoming bond maturity.
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Higher gold prices are providing strong support for exploration activities. This should lead to mine life extensions at Boroo and Ulaanbulag with revised feasibility studies expected early next year.
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The ATO oxide phase is now essentially depleted, with only residual leaching occurring in 2025. The limited sales proceeds are being allocated to critical operating costs. Payments to other suppliers and the stream partner have been delayed to prioritise suppliers that are critical to ongoing production, and protection of local jobs.
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The Group is actively evaluating various financing options for the Phase 2 Expansion, with particular attention to the significant effects of the stream arrangements on project debt returns and risk-reward negotiations. Discussions with project finance partners and Triple Flag Precious Metals Corp. are ongoing.
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ATO Phase 2 Expansion is progressing with turnkey engineering, procurement and construction contract (the "EPC Contract") and consulting partners, focusing on boosting annual capacity and recoveries. This is expected to raise output and efficiency, but may shorten the mine's lifespan. A revised feasibility study is in progress for completion in the second half of 2026. Further delays in finalising project financing could postpone the planned start date.
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At the Boroo Gold and ATO mine sites, there were 355,595 tonnes of ore mined and 484,103 tonnes of ore processed, with an average gold grade of 1.29 g/t and 666,074 tonnes of ore with an average grade of 0.29 g/t that underwent primary leaching during the three months ended September 30, 2025. There were 2,472,176 tonnes of ore mined and 1,407,205 tonnes of ore processed, with an average gold grade of 1.25 g/t and 1,172,024 tonnes of ore with an average grade of 0.29 g/t that underwent primary leaching during the nine months ended September 30, 2025.
10
STEPPE GOLD STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
Health and Safety
The Group prioritises the health and safety of its employees above all, implementing stringent measures and continuous training to uphold the highest standards of safety across its operations. The Group's commitment extends through all operations.
As at September 30, 2025, the Company recorded one Lost-Time Injury (LTI), resulting in a Lost Time Injury Frequency (LTIF) rate of 0.06 per 200,000 man-hours worked, compared to an LTIF of 0.00 during the same period in the previous year. The incident occurred on June 24, 2025 during maintenance activities.
Following the incident, the Company promptly implemented corrective measures, including procedural reviews and targeted safety reinforcement. The Company remains committed to continuous improvement in its safety performance, focusing on preventive controls, workforce training, and hazard mitigation.
The Group is committed to continuous improvement in its safety protocols, embracing new technologies, and fostering a safety-first culture to strive towards a zero-incident workplace. A proactive and comprehensive approach to health and safety is integral to the Group's operational excellence and sustainability. The achievements in the year so far underscore our commitment to not only maintaining but also continually enhancing the safety and health standards within our operations.
Preventative measures are in place to ensure the well-being of employees and contractors.
Management and Board Changes
In an effort to streamline the executive management roles at Steppe Gold, the Company announced the following changes during the three months ended September 30, 2025.
Byambatseren Tsogbadrakh stepped down as a director and President of the Company effective August 12, 2025 and the operations team in Mongolia was restructured. Effective August 12, 2025, Mr.Dugeree stepped down as Chief Operating Officer of the Company, but will continue to oversee all operational activities in his role as CEO of the operational subsidiaries in-country. He will also remain as a director of the Company. In conjunction with this change, the Company appointed Chief Operating Officers of Boroo Gold LLC and Steppe Gold LLC Purevraash Duzeenyam and Orgodol Togo, respectively.
Purevraash Duzeenyam - Boroo Gold
Purevraash Duzeenyam is responsible for Boroo Gold operations, a role he assumed in January 2021. Purevraash has over 30 years of wide-ranging experience in the mining industry, and has held leadership roles at Boroo Gold for the past 20 years. His diversified background in the industry includes experience in exploration, engineering, mine operations, project development and construction, safety, health and security and mine management. Prior to becoming the Senior VP of Operations for Boroo Gold, Purevraash was the Head of Mine Operation Department for Boroo Gold.
Orgodol Togo - ATO
Orgodol Togo has almost 40 years of mining industry experience. He joined Steppe Gold in May 2025 as Vice President of Operations. Orgodol previously worked as Advisor to the CEO of Boroo Gold from 2021 to 2025, and from 2000 to 2021 he worked in various roles, including Manager of Technical Support, Mill Superintendent, Mill Manager and Director of Processing. Orgodol worked as Metallurgical Expert Consultant – Boroo Project Detailed Environmental Impact Assessment in 1999 and, prior to that, he was Deputy Director and Mine General Manager at Mongol-Canadian JV Bumbat Gold Ltd. and Chief
STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
Metallurgist at Mongolyn Alt (MAK) LLC from 1994 to 2000. From 1990-1994 Orgodol worked with Mineral Processing Technological Center of Mongolia as Mineral Processing Laboratory Superintendent and Research Officer. From 1986-1990 he worked as Department Manager, Coal Crushing and Screening Plant Engineer and Shift Foreman for Baganuur Coal Mine.
Orgodol has a Mining Engineering degree in Mineral Processing and a Master of Science in engineering degree from the Ural University of Mining and Geology (Russia) and is registered as a Consulting Engineer in Mongolia.
Geopolitical Risks
Mongolia is land-locked between China and Russia and on February 24, 2022, Russia invaded Ukraine. The war between the two countries continues and military activity proceeds and sanctions on Russia remain in place.
Mongolia, and thus the Group, is currently largely reliant on Russia for its fuel. There have been some recent disruptions in gas supply, and the Government of Mongolia is working in cooperation with Russia to ensure regular supply.
Management of the Company closely monitors the events in Ukraine, however the degree to which it may be affected by them are largely out of management's control and depends on the nature and duration of uncertain and unpredictable events, such as further military action, additional sanctions, and reactions to ongoing developments by global financial markets.
Management actively monitors developments in the geopolitical landscape to minimise any exposure that may negatively impact operations.
Financial Overview
On August 1, 2024, Steppe Gold announced the successful completion of the Boroo Gold Transaction, whereby the Company acquired all of the shares of Boroo Gold in exchange for 143,796,574 common shares of the Company, representing 55.9% of the fully diluted common shares immediately prior to the closing date, to Boroo Singapore. Following completion of the Boroo Gold Transaction it was determined that Boroo Singapore controlled the Company and therefore Boroo Gold was still controlled by Boroo Singapore and accordingly, would be considered as the accounting acquirer and the Boroo Gold Transaction should be accounted for as a reverse acquisition as defined in IFRS 3 Business Combinations.
The Group reported total debt balances of $169,346 and $197,218 and cash balances of $5,605 and $47,132, respectively, as at September 30, 2025 and December 31, 2024. The Group also holds investment in bonds of $102,085 as at September 30, 2025. The Group had net debts of $61,657 and $150,086, respectively, as at September 30, 2025 and December 31, 2024. The decrease in net debt was due to including investment in bond in the net debt calculation in the current fiscal year as the investment in bond is set to mature on December 31, 2025. During the nine months ended September 30, 2025, the Group made loan repayments and interest payments of $45,335.
12
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Due to inherited debt facilities from the Boroo Gold Transaction, the terms of the debt facilities are misaligned with the cash flow profile of the mining assets and the maturity of the investment in bonds, which are accruing high interest income. The Group is in active dialogue with TDB, a related party, to restructure the debt facilities of the Group to better align the amount, terms and tenor of the debt facilities with the working capital and capital expenditure needs of the Group as a whole.
The Group's largest current asset relates to investment in bonds of $102,085. The Group currently holds 4 bonds which are issued by Boroo Singapore. The realisation of these bonds, which are due for redemption on December 31, 2025 with an estimated value at maturity of approximately $104,000 is reliant on operations of Minera Boroo Misquichilca SA ("MBM") a gold mining company located in Peru and a 100% owned subsidiary of Boroo Singapore. An assessment was performed as at December 31, 2024 and there were no impairment factors identified and the Group concluded that the bonds were fully recoverable under current conditions and repayment is expected as scheduled. At September 30, 2025, there was no change to the previous assessment.
The Group reported strong working capital of $124,497 as at September 30, 2025. Working capital includes bond investments of $102,085 which accrue interest at between 8% to 13.4% and mature on December 31, 2025. The repayment of these bonds, with an estimated value at maturity of $104,000, will be applied to debt reduction and working capital needs.
In the three and nine months ended September 30, 2025, the Group produced 14,722 and 47,583 ounces of gold and sold 7,988 and 38,590 ounces of gold, respectively. During the three and nine months ended September 30, 2024, the Group produced 16,242 and 60,846 ounces of gold and sold 16,376 and 60,883 ounces of gold, respectively.
The Group's inventory as at September 30, 2025 amounted to $76,351 and as at December 31, 2024 amounted to $62,761. The increase in inventory was mainly due to a higher finished goods balance, which consisted of 7,966 ounces of gold valued at $10,386 as at September 30, 2025 which were sold after the reporting period. Inventories include warehouse consumables, ore stockpiles, gold in circuit and finished gold included in finished goods.
Stockpiles of ore included 32,382 ounces valued at $17,482 at September 30, 2025, compared to 33,433 ounces valued at $21,813 as at December 31, 2024. Gold in circuit included 19,851 ounces valued at $34,907 as at September 30, 2025, compared to 23,106 ounces valued at $32,502 at December 31, 2024.
The Group reported property, plant and equipment of $145,447 as at September 30, 2025, compared to $131,639 as at December 31, 2024.
As of September 30, 2025, the Group's total liabilities stood at $210,053, representing a net decrease of $32,026 compared to December 31, 2024. This reduction was primarily attributable to income tax payments of $22,780 and repayments of loans and interest totaling $45,791. These decreases were partially offset by accrued interest on the BORO bond and loans and revaluations associated with the streaming arrangement liability and convertible debenture derivative, as well as an increase in lease liabilities for the nine months ended September 30, 2025.
The major components of total liabilities as at September 30, 2025, were the ATO Phase 2 expansion loan of $49,600, the BORO bond of $43,000, asset retirement obligation of $17,566, loans from TDB and MIK of $58,122 and amounts payable and other liabilities of $12,311.
13
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Statement of Financial Position
| (US$ 000's) | September 30, 2025 | December 31, 2024 | December 31, 2023 |
|---|---|---|---|
| Cash | 5,605 | 47,132 | 14,903 |
| Inventories | 76,351 | 62,761 | 20,852 |
| Other current assets | 9,774 | 8,853 | 4,881 |
| Investment in bonds | 102,085 | 97,050 | 156,442 |
| Non-current assets | 148,898 | 136,348 | 50,217 |
| Total Assets | 342,713 | 352,144 | 247,295 |
| Short-term loans | 38,049 | 19,590 | 82,603 |
| Other current liabilities | 31,269 | 45,184 | 43,995 |
| Non-current Liabilities | 140,735 | 177,305 | 17,516 |
| Total Liabilities | 210,053 | 242,079 | 144,114 |
| Total Shareholders' Equity | 132,660 | 110,065 | 103,181 |
Cash
The Group reported cash of $5,605 as at September 30, 2025 compared to cash of $47,132 as at December 31, 2024. The overall net reduction in cash for the nine months ended September 30, 2025 of $41,527 was driven by $14,836 used in investing activities and $45,791 used in financing activities, partially offset by $19,100 of cash generated from operating activities. The cash used in financing activities primarily consisted of loan repayments and interest payments related to TDB loans, BORO bond and partial repayment of the Triple Flag Gold Prepay Loan.
The Group's net debt position for the reporting periods are as follows:
| (US$ 000's) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Payables & other liabilities* | 12,311 | 13,162 |
| Triple Flag Gold Prepay Loan | 6,314 | 6,914 |
| Short-term loans | 38,049 | 19,590 |
| BORO bond | 43,000 | 43,000 |
| Long-term loans | 69,673 | 114,552 |
| Total debt | 169,347 | 197,218 |
| Cash | 5,605 | 47,132 |
| Investment in bonds | 102,085 | - |
| Total liquid assets | 107,690 | 47,132 |
| Net debt | 61,657 | 150,086 |
- Dividend payable to parent company, Stream Agreement, convertible debenture, asset retirement obligation, tax payables and lease liabilities are excluded from the net debt calculation.
The decrease in net debt as at September 30, 2025 was primarily due to including the investment in bonds in the calculation of net debt, payment of income tax liabilities and repayment of loans.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Inventories
The Group's inventories balance as at September 30, 2025 and December 31, 2024 were as follows:
| (US$ 000's) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Ore stockpiles | 17,482 | 21,813 |
| Gold-in-circuit | 34,907 | 32,502 |
| Finished goods | 10,386 | 51 |
| Warehouse consumables & supplies | 13,576 | 8,395 |
| Total Inventory | 76,351 | 62,761 |
The Group's inventory as at September 30, 2025 amounted to $76,351 and as at December 31, 2024 amounted to $62,761. The increase in inventory was mainly due to finished goods, which consisted of 7,966 ounces of gold valued at $10,386 as at September 30, 2025, which were sold after the reporting period. Inventories include warehouse consumables, ore stockpiles, gold in circuit and finished gold included in finished goods.
Stockpiles of ore included 32,382 ounces valued at $17,482 at September 30, 2025, compared to 33,433 ounces valued at $21,813 as at December 31, 2024. Gold in circuit included 19,851 ounces valued at $34,907 as at September 30, 2025, compared to 23,106 ounces valued at $32,502 at December 31, 2024.
Finished goods inventory represents gold ounces located at the mine, bars still under assay at the MASM and gold inventory extracted from silver bars. The Company considers that silver inventory is a by-product in addition to the primary product gold. Therefore, the finished goods inventory excludes the by-product.
As at September 30, 2025, the Group's carrying balance of consumables was $13,576 compared to $8,395 as at December 31, 2024.
Other Current Assets
As at September 30, 2025, the Group's other current assets amounted to $9,774 (December 31, 2024: $8,853) which primarily related to the current portion of receivables for the sale of Aurifera Tres Cruces SA ("ATC") of $2,094 and prepayments and other receivables of $7,680.
Included in receivables is an intercompany receivable amounting to $47,481 from Centerra Gold Mongolia LLC ("CGM"), relating to funds provided to CGM for its Gatsuurt project in Mongolia. On December 9, 2019, the Supreme Court of Mongolia upheld the decision of the Administrative Court of Appeal of Mongolia to revoke CGM's mineral licenses in relation to the Gatsuurt project and although CGM filed a complaint with the Chief Justice of the Supreme Court of Mongolia, the Chief Justice refused to accept the complaint. Accordingly, Centerra is preparing to take the case to the International Court of Arbitration, while Boroo Gold has made a full impairment provision of $47,481 against the receivable from CGM.
Investment in Bonds
The Group currently holds 4 bonds which are issued by Boroo Singapore. The realisation of these bonds, which are due for redemption on December 31, 2025, is reliant on operations of MBM a gold mining company with operations located in Peru, which is a 100% owned subsidiary of Boroo Singapore.
IFRS 9 – Financial Instruments requires a company to reassess impairment of financial instruments based on expected credit loss model and adjust the impairment allowances where necessary. An assessment was performed as at December 31, 2024 and there were no impairment factors identified
STEPPE COLD
Management's Discussion and Analysis September 30, 2025
and concluded that the bonds are considered fully recoverable under current conditions. As of September 30, 2025, there has been no change to the previous assessment.
The below is the continuity table of the investment in bonds:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Balance, beginning of the year | 97,050 | 156,442 |
| Accrued interest income | 5,035 | 3,455 |
| Offset with Dividends declared | - | (65,000) |
| Reversal of credit loss allowance | - | 2,153 |
| Total investment in bonds | 102,085 | 97,050 |
At September 30, 2025, Boroo Gold held four bonds issued by Boroo Singapore as follows:
| Bond | Initial Investment | Additional Investment | Interest Rate | Original Maturity | Amended Maturity | Principal Balance |
|---|---|---|---|---|---|---|
| 1 | $40,000 | - | 8% | Oct 31, 2024 | Dec 31,2025 | $1,000 |
| 2 | $100,000 | - | 12.5% | June 1, 2024 | Dec 31,2025 | $51,337 |
| 3 | $8,000 | $1,500 | 10% | Oct 31, 2024 | Dec 31,2025 | $1,000 |
| 4 | $5,000 | $1,300 | 13.4% | Oct 6, 2024 | Dec 31,2025 | $1,000 |
| Principal balance | $54,337 | |||||
| Interest receivable balance | $47,748 | |||||
| Total balance as at September 30, 2025 | $102,085 |
Non-Current Assets
At September 30, 2025, non-current assets amounted to $148,898, compared to the balance of $136,348 at December 31, 2024. The increase in non-currents assets was mainly due to an increase in property, plant and equipment. Non-current assets are comprised of property plant and equipment of $145,447, primarily related to the plant and equipment at the mine sites of ATO and Boroo Projects of $52,332, equipment under construction for the ATO Phase 2 development of $66,276, mineral property of $21,015, and right-of-use-assets of $5,824. The remaining balance relates to exploration and evaluation assets of $1,599 pertaining to the Company's 80% interest in the Uudam Khundii project through Corundum Geo LLC, long term investments of $235, and deferred tax asset of $1,617.
Long-term investments at September 30, 2025 consisted of 30,000 common shares in TDB and 1,071,806 common shares in Trinity One Metals Ltd. (formerly Aranjin Resources Ltd.). As of September 30, 2025, the amounts attributable to the investment in shares was $235 (December 31, 2024: $317).
Liabilities
Total liabilities for the Group amounted to $210,053 as at September 30, 2025, compared to $242,079 as at December 31, 2024. The decrease in total liabilities mainly resulted from income tax payments of$ 22,780 and repayment of loans and interest of $45,791. These decreases were partially offset by accrued interest on the BORO bond and loans, revaluations associated with the streaming arrangement liability and convertible debenture derivative, as well as an increase in lease liabilities for the nine months ended September 30, 2025.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
The tables below shows the breakdown of total liabilities:
| (US$ 000's) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Amounts payable and other liabilities | 12,311 | 13,162 |
| Dividend payable | - | 2,001 |
| Lease liability | 4,794 | 616 |
| Triple Flag Gold Prepay Loan | 6,314 | 6,914 |
| Loans and borrowings | 107,722 | 134,142 |
| BORO Bond | 43,000 | 43,000 |
| Asset retirement obligation | 17,566 | 16,970 |
| Streaming arrangement | 7,020 | 4,443 |
| Convertible debenture - derivative and liability | 5,649 | 2,858 |
| Current tax liability | 5,677 | 17,973 |
| Balance end of period | 210,053 | 242,079 |
Triple Flag Gold Prepay Loan
On March 15, 2024, Steppe Gold entered into the Triple Flag Gold Prepay Loan agreement with Triple Flag Precious Metals Corp. ("Triple Flag") for an advance of $5,000 (the "Triple Flag Gold Prepay Loan"). The loan term requires repayment by the Company over five months, beginning on August 15, 2024, through five equal monthly deliveries of 530 ounces of gold, totalling 2,650 ounces. On February 11, 2025, the Company received a further $3,032 from the ATC sales receivable amount and the proceeds were applied to 1,000 ounces of gold repayment related to the Triple Flag Gold Prepay Loan.
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Balance, beginning of the period | 6,914 | - |
| PPA fair value of gold prepay loan | - | 6,505 |
| Repayments | (2,907) | - |
| Fair value movement for the period | 2,307 | 409 |
| Balance, end of the period | 6,314 | 6,914 |
The Triple Flag Gold Prepay Loans were revalued using the London Bullion Market Association gold price and a loss on fair value revaluation of $2,307 was recognized in the consolidated statements of income and comprehensive income for the nine months ended September 30, 2025 (December 31, 2024: $409).
On March 31 2025, the Company was served with a Statement of Claim filed in the Ontario Superior Court of Justice in connection with a contractual dispute by Triple Flag, naming the Company as the defendant. In the Statement of Claim, Triple Flag seeks delivery of 1,650 troy ounces of refined gold or contractual damages of approximately $5,000. The Company delivered a Statement of Defence on May 7, 2025.
Loans Payable
Total loans and interest payables outstanding with TDB and MIK at September 30, 2025 was $107,722 (December 31, 2024: $134,142), split between the current portion of $38,049 and the long-term portion totaling $69,673.
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STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Details of loans payable outstanding at September 30, 2025 and December 31, 2024 were as follows:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| ATO Phase 2 loan (i) | 49,600 | 49,577 |
| TDB Line of Credit – USD (ii) | - | 20,000 |
| TDB Line of Credit – MNT (ii) | - | 1,982 |
| TDB Gold II loan (iii) | 2,154 | 2,152 |
| TDB Blue Sky office loan (iv) | 1,697 | 2,045 |
| TDB Leasing – MIK (v) | 47,734 | 48,734 |
| TDB Jarden apartment loan (vi) | 242 | 365 |
| TDB Green Loan (vii) | - | 455 |
| TDB New fleet loan (viii) | - | 5,068 |
| Loan interest payable | 6,295 | 3,764 |
| Balance end of period | 107,722 | 134,142 |
| Less: current portion | (38,049) | (19,590) |
| Long-term portion | 69,673 | 114,552 |
(i) On July 2023, Steppe Gold signed a binding term sheet with TDB, and affiliated entities, for $150,000 in financing ("ATO Phase 2 Loan") to fund the construction and completion of the ATO Phase 2 Expansion (the "Phase 2 Expansion"). The terms of the financing were comprised of three tranches of$ 50,000 each for a total of $150,000, expected to be funded in line with the planned construction of the ATO Phase 2 Expansion. In August 2023, Steppe Gold signed a loan agreement for the first tranche of $50,000, which incurs interest at a rate of 13.40% per annum for a term of 48 months, repayable in five equal instalments every six months from August 30, 2025, to August 30, 2027.
Subsequent to the reporting period, the Company reached a preliminary agreement with TDB to defer the first instalment of $9,600 to August 9, 2026, with the remaining$ 40,000 to be paid in four equal semi-annual instalments between August 9, 2026, and August 9, 2028. This amendment remains subject to bank approval. As at September 30, 2025, a total of $49,600 was drawn under the ATO Phase 2 Loan (December 31, 2024 - $49,577) with $19,600 of the loan classified as a current liability (December 31, 2024 - $10,000). Terms of the second and third tranches remain subject to negotiation with TDB and affiliated entities.
(ii) In January 2024, Boroo Gold entered into a credit agreement with TDB that provides up to a maximum of $20,000 in financing at an interest rate of (15\%$ per annum and up to a maximum of $\$30,000$ equivalent MNT in financing at an interest rate of $18\%$ per annum for a period of 60 months. As at September 30, 2025, the loan balances were fully repaid. At December 31, 2024, there was $\$20,000$ outstanding pursuant to the USD credit loan and $\$1,982$ outstanding pursuant to the MNT credit loan.
(iii) In November 2021, Steppe Gold entered into a loan agreement with TDB for MNT 170 billion ( $59,700) (the "TDB Gold II Loan") which is a covenant light loan and incurs interest of $9\%$ per annum for a term of 36 months facilitated under the Central Bank of Mongolia "Gold 2" program. The funds under the TDB Gold II Loan were advanced based on a conditional agreement between the Central Bank of Mongolia and TDB, which was completed on November 10, 2021. In order to secure the obligations under the TDB Gold II Loan, the Company provided a pledge of its licenses, movable properties and immovable properties. An intercreditor agreement governs the priority and ranking of charges between TDB and Triple Flag. As at September 30, 2025, a total of MNT 162.5 billion was repaid and the remaining balance was MNT 7.5 billion ($ 2,154). The repayment date for the remaining
STEPPE GOLD
Management's Discussion and Analysis
September 30, 2025
balance was extended to August 30, 2025 with an interest rate of 18% per annum.
On October 7, 2025, TDB has filed a civil claim against Steppe Gold LLC seeking payment of approximately $2,189, representing the loan principal, accrued interest and penalty interest owed to TDB under a breach of contractual obligation. The Company has requested an extension for the voluntary repayment of the outstanding loan balance. Management believes that a mutually agreeable repayment arrangement with TDB can be reached, however, the outcome of the proceedings cannot be determined at this time.
(iv) In July 2019, Boroo Gold entered into a loan agreement with TDB for gross proceeds of $3,104, incurring interest at a rate of 14.4% per annum and repayable over a term of 180 months, to finance the purchase of office property (the "TDB Blue Sky office loan"). Boroo Gold pledged the office property as collateral for this loan.
(v) In April 2021, Boroo Gold entered into a loan agreement with TDB Leasing LLC for gross proceeds of $55,000, incurring interest at a rate of 12.3% per annum for an initial period of 33 months ("TDB Leasing – MIK"). In 2024, the maturity date of the loan was extended until December 31, 2026 and the interest rate revised to 14.8% per annum. A repayment of $1,000 was made in June 2025, with the balance repayable on the maturity date. In addition, in 2024, the loan agreement was transferred to MIK. Interest payable on this loan at September 30, 2025 was $368 (December 31, 2024 - $3,142).
(vi) In November 2020, Boroo Gold entered into a loan agreement with TDB for MNT 1.7 billion ($507) for the purpose of acquiring a property (the "TDB Jarden apartment loan"). The loan incurs interest at a rate of 14.4% per annum and is repayable over a period of 180 months.
(vii) In March 2022, Boroo Gold entered into a loan agreement under the Green Loan Program with TDB for MNT 2 billion ($592) for the purpose of carrying out green projects and programs that are environmentally friendly, mitigate climate change, and reduce greenhouse gas emissions (the "TDB Green Loan"). The loan incurred interest at a rate of 12% per annum and was fully repaid as at September 30, 2025.
(viii) In January 2024, Boroo Gold entered into an equipment loan agreement with TDB (the "TDB New Fleet loan") for MNT 20 billion ($5,915) for the purpose of acquiring equipment for Boroo Gold's business operation. The loan incurred interest at a rate of 18% per annum and was fully repaid as at September 30, 2025.
BORO Bond
On December 5, 2024, Boroo Gold issued a "BORO" bond offering in the Mongolian domestic over-the-counter market with a third-party Mongolian mortgage provider totalling $43,000 to finance working capital and improvements in equipment for operations (the "Bond Agreement"). The bond incurs interest at a rate of 12.3% per annum, payable on a semi-annual basis, and the maturity date is March 5, 2027.
Within the framework of the Bond Agreement, Boroo Gold's real estate for office use, mineral exploitation licenses, and income from current and savings accounts (current and future) in commercial banks have been pledged. Boroo Gold has guaranteed that funds will be used for the purposes outlined in the Securities Prospectus (as defined in the Bond Agreement).
Subsequent to the reporting period, the Company entered into an early repayment agreement with MIK and on November 7, 2025, the Company repaid principal of $28,700 along with accrued interest of $1,355.
STEPPE GOLD STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
Stream Arrangement
Steppe Gold entered into a stream arrangement (see "Stream Agreement") with Triple Flag in 2017 and amended the arrangement in 2019 to sell gold and silver produced from the ATO Project. Under the terms of the Stream Agreement, Triple Flag advanced $28,000 to Steppe Gold and Steppe Investments Limited ("Steppe BVI") is obligated to sell annually to Triple Flag 25% of the gold and 50% of the silver produced, subject to an annual cap of 7,125 ounces of gold and 59,315 of silver, from the ATO Project until such time as Steppe BVI has sold an aggregate of 46,000 ounces of gold and 375,000 ounces of silver, respectively.
The Stream Agreement is recorded at fair value at each reporting date as the Company has determined the obligation is a derivative liability to be carried at FVTPL. The fair value is determined by an independent valuation consultant and amounted to $7,020 as at September 30, 2025 (December 31, 2024: $4,443).
While recent production at ATO has been limited as the Company focuses on equipment issues, the Company is delayed on certain delivery obligations under the Stream Agreement and is actively working with its lenders, and with Triple Flag, to address this matter.
As at September 30, 2025, Steppe Gold was in default of its delivery obligations under the Stream Agreement. Under the terms of the Stream Agreement, Triple Flag was entitled to receive 1,629 ounces of gold and 8,397 ounces of silver in respect of production from the ATO mine up to September 30, 2025.
Subsequent to the reporting period, Triple Flag has initiated confidential arbitration proceedings against Steppe Investments Limited, Steppe Gold Ltd., and Steppe Gold LLC (collectively, the "Steppe Group"). Triple Flag alleges default under the Metals Purchase and Sale Agreement and is seeking specific performance for the delivery of 1,139 ounces of gold and 8,332 ounces of silver, plus interest and costs. The Steppe Group is currently in discussions with Triple Flag regarding this matter.
Lease Liability
The Company has leases in place for its offices in Toronto, Canada, mining haul trucks, and light motor vehicles. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment. The remaining lease term for the offices, light vehicles and mining haul trucks range from one to five years. There were lease liability additions of $4,350 during the nine months ended September 30, 2025. The leases have fixed payment terms.
Convertible Debenture
On January 27, 2022, the CEO of the Company, Mr. Bataa Tumur-Ochir, acquired $3,000 convertible debentures of Steppe Gold from Mongolian National Investment Fund PIF SPV. The debentures had a maturity date of January 30, 2022, which was extended to January 27, 2024, and has now been extended to January 27, 2027. The debentures carry an interest rate of 13.5%. The debentures are convertible at the option of the holder into common shares of Steppe Gold at a conversion price of US$0.68 per common share.
The balance of the convertible debentures loan liability was $2,636 (December 31, 2024: $2,477) and the fair value of the derivative portion was $3,013 (December 31, 2024: $380) as at September 30, 2025. The increase in fair value of the derivative portion of convertible debentures was due to the increase in the Company's share price from $0.42 per share as at December 31, 2024 to $1.34 per share as at September 30, 2025.
STEPPE GOLD
Management's Discussion and Analysis
September 30, 2025
Liability Maturity Analysis
The maturity analysis of financial liabilities as at September 30, 2025 is as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Amounts payable and other liabilities | 12,311 | - | - | - | 12,311 |
| Lease liability | 1,717 | 2,945 | 132 | - | 4,794 |
| Streaming arrangement | 2,237 | 4,783 | - | - | 7,021 |
| Convertible debentures – derivative | 3,013 | - | - | - | 3,013 |
| Convertible debentures – loan liability | - | 2,636 | - | - | 2,636 |
| Loans payable | 38,049 | 68,224 | 439 | 1,010 | 107,722 |
| BORO Bond | - | 43,000 | - | - | 43,000 |
| Triple Flag Gold Prepay Loan | 6,314 | - | - | - | 6,314 |
| Total | 63,641 | 121,588 | 571 | 1,010 | 186,810 |
Shareholders' Equity
Common shares issued:
| Number of common shares | $ | |
|---|---|---|
| Balance at December 31, 2023 | 3,000,000 | 3,000 |
| Cancellation of Boroo Gold common shares at the acquisition date | (3,000,000) | - |
| Shares issued to Boroo Singapore from Steppe Gold (i) | 143,796,574 | - |
| Fully diluted common shares of Steppe Gold (ii) | 113,442,378 | 52,422 |
| Dilutive shares of Steppe Gold (iii) | (4,411,765) | |
| Balance at December 31, 2024 | 252,827,187 | 55,422 |
| Balance at September 30, 2025 | 252,827,187 | 55,422 |
(i) On August 1, 2024, the Company completed the Boroo Gold Transaction.
(ii) As of August 1, 2024, Steppe Gold had a total of 113,442,378 fully diluted common shares issued and outstanding.
(iii) Steppe Gold has a convertible debenture of $3,000 which can be convertible to 4,411,765 common shares.
As per the reverse acquisition of Steppe Gold, the entity that issues its shares to effect the transaction (Steppe Gold) is determined for accounting purposes to be the acquiree (also called the accounting acquiree or legal acquirer), while the entity whose shares are acquired (Boroo Gold) is for accounting purposes the acquirer (also called the accounting acquirer or legal acquiree).
The accounting acquiree generally continues in existence as the legal entity whose shares represent the outstanding common shares of the combined company and continues to issue its own financial statements. However, the financial reporting reflects the accounting acquirer's financial information, except for its equity, which is retroactively adjusted to reflect the equity of the accounting acquiree.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Off Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance-sheet arrangements.
Income Statement
| (US$ 000's) | Q3 | Q3 | YTD | YTD |
|---|---|---|---|---|
| Sep 30 | Sep 30 | Sep 30 | Sep 30 | |
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | 29,398 | 37,331 | 94,093 | 131,912 |
| Cash cost of sales | (11,400) | (15,845) | (35,330) | (43,765) |
| Operating income from mine operations before depreciation and depletion | 17,998 | 21,486 | 58,763 | 88,147 |
| Depletion and depreciation | (2,677) | (3,161) | (10,009) | (12,909) |
| Profit from mine operations | 15,321 | 18,325 | 48,754 | 75,238 |
| Corporate administration | (2,409) | (2,049) | (6,984) | (5,443) |
| Exploration & evaluation | (84) | (156) | (264) | (156) |
| Operating profit | 12,828 | 16,120 | 41,506 | 69,639 |
| Finance expenses | (3,199) | (5,029) | (12,531) | (9,827) |
| Foreign exchange gain (Loss) | (34) | 119 | 1,117 | (283) |
| Profit before tax | 9,595 | 11,210 | 30,092 | 59,529 |
| Income tax | (2,544) | (2,961) | (7,469) | (16,604) |
| Profit for the period | 7,051 | 8,249 | 22,623 | 42,925 |
| Cumulative translation adjustment | 54 | (655) | (31) | (655) |
| Comprehensive income for the period | 7,105 | 7,594 | 22,592 | 42,270 |
| Basic net earnings per share | 0.028 | 0.065 | 0.090 | 0.340 |
| Diluted net earnings per share | 0.027 | 0.065 | 0.088 | 0.338 |
| Weighted average number of common shares outstanding - basic | 252,827,187 | 126,137,865 | 252,827,187 | 126,137,865 |
| Weighted average number of common shares outstanding - diluted | 257,238,952 | 126,873,159 | 257,238,952 | 126,873,159 |
Revenue
For the three and nine months ended September 30, 2025, the Group sold 7,988 and 38,657 ounces of gold and 1,475 and 23,780 ounces of silver, respectively, for total gross revenue of $27,302 and $91,997, respectively. Other revenue of $2,096 for the three and nine months ended September 30, 2025 was derived from processing ore for a third party. During the three and nine months ended September 30, 2024, the Group (including Steppe Gold prior to the date of acquisition on August 1, 2024) generated revenue of $37,331 and $131,912, respectively, consisting of 16,376 and 60,883 ounces of gold and 22,911 and 31,911 ounces of silver, respectively.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
| Boroo Gold | Steppe Gold | |||||
|---|---|---|---|---|---|---|
| Period | Gold sold oz | Average price per oz | Revenue $ | Gold sold oz | Average price per oz | Revenue $ |
| Q1 2025 | 14,808 | 2,000 | 29,616 | 803 | 2,795 | 2,246 |
| Q2 2025 | 14,063 | 2,074 | 29,164 | 927 | 3,325 | 3,082 |
| Q3 2025 | 6,333 | 3,404 | 21,561 | 1,656 | 3,439 | 5,691 |
| Total | 35,204 | 80,341 | 3,386 | 11,019 | ||
| Period | Silver sold oz | Average price per oz | Revenue $ | Silver sold oz | Average price per oz | Revenue $ |
| Q1 2025 | 3,007 | 30 | 90 | 16,166 | 26 | 416 |
| Q2 2025 | 2,926 | 27 | 78 | 126 | 31 | 4 |
| Q3 2025 | 1,373 | 34 | 47 | 102 | 29 | 3 |
| Total | 7,306 | 214 | 16,394 | 423 |
Depreciation and Amortization
Depreciation and depletion for the Group totalled $2,677 for the third quarter of 2025 compared to $3,161 for the same period in 2024.
Depreciation and depletion for the Group totalled $10,009 for the nine months ended September 30, 2025 compared to $12,910 for the same period in 2024.
Corporate Administration Costs
Corporate administration costs for the Group was $2,409 for the third quarter ended September 30, 2025, compared to $2,049 in the same period in 2024. Corporate administration costs for the Group was $6,984 for the nine months ended September 30, 2025, compared to $5,443 in the same period in 2024.
Finance Costs
Net finance cost of $3,199 was reported for the third quarter of 2025, compared to finance cost of $5,029 reported for the same period in 2024. The finance expenses in the third quarter of 2025 primarily consisted of interest on loans and BORO bond of $3,540, a fair value increase in the convertible debenture derivative of $1,430, fair value increase in Triple Flag Gold Prepay Loan of $916, partially offset by interest income on the bonds receivable of $1,697. In the third quarter of 2024, net finance cost primarily consisted of interest expense on loans of $3,158 and fair value increases in stream arrangement of $719 and gold prepay loan of $465, partially offset by interest income on investment in bonds of $1,106.
Net finance cost of $12,531 was reported for the nine months ended September 30, 2025, compared to finance cost of $9,827 reported for the same period in 2024. The finance expenses in the nine months ended September 30, 2025 primarily consisted of interest on loans and BORO bond of $11,291, fair value increases in the convertible debenture derivative of $2,634, stream liability of $2,577, and Triple Flag Gold Prepay Loan of $2,307, partially offset by interest income on the bond receivable of $5,034.
For the same period in 2024, net finance cost primarily consisted of interest expense on loans of $8,183 and fair value increases in stream arrangement of $719 and gold prepay loan of $465, partially offset with interest income on investment in bonds of $1,758.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Foreign Exchange Gain (Loss)
Foreign exchange loss was $34 for the third quarter ended September 30, 2025, compared to gain of $119 for the same period in 2024. The CAD rate weakened compared to the USD during the third quarter of 2025. The USD to CAD average rate was 1.3775. The MNT rate steadily weakened compared to the USD during the three months ended September 30, 2025. The MNT to USD average rate for the third quarter of 2025 was 3,590.28.
Foreign exchange gain was $1,117 for the nine months ended September 30, 2025, compared to loss of $283 for the same period in 2024. The CAD rate strengthened compared to the USD during the nine months ended September 30, 2025. The USD to CAD average rate was 1.3989. The MNT rate steadily weakened compared to the USD during the nine months ended September 30, 2025. The MNT to USD average rate was 3,536.48.
Taxation
The Group's main operating subsidiaries in Mongolia generated taxable income and income tax expenses of $2,544 and $7,469, respectively, were reported in the condensed interim consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2025. There was a deferred tax asset of $1,617 recorded as at September 30, 2025, compared to a deferred tax asset of $894 at December 31, 2024.
Cash Flow Statement
| (US$ 000's) | Q3
Sep 30, 2025 | Q3
Sep 30, 2024 | YTD
Sep 30, 2025 | YTD
Sep 30, 2024 |
| --- | --- | --- | --- | --- |
| Cash flows - operating activities | 9,012 | (36,141) | 19,100 | 65,033 |
| Cash flows - investing activities | (9,128) | (1,194) | (14,836) | (10,495) |
| Cash flows - financing activities | (1,356) | 28,818 | (45,791) | (65,815) |
| Net (decrease) increase in Cash | (1,472) | 8,517 | (41,527) | (11,277) |
Cash generated from operating activities for the three and nine months ended September 30, 2025 were $9,012 and $19,100, respectively, compared to cash used in operating activities for the third quarter of 2024 of $36,141 and cash generated from operating activities of $65,033 for the nine months ended September 30, 2024. The decrease in the year-to-date results were from lower revenue and higher income tax payments made in 2025 compared to the same periods in 2024.
Cash used in investing activities for the three and nine months ended September 30, 2025 was $9,128 and $14,836, respectively, compared to cash used in investing activities of $1,194 for the third quarter of 2024 and $10,495 for the nine months ended September 30, 2024. Cash used in investing activities in the three and nine months ended September 30, 2025 included additions to property, plant and equipment of $10,329 and $19,069, respectively, partially offset by $4,233 of ATC sale proceeds included in the nine months ended September 30, 2025.
Cash used in investing activities for the three and nine months ended September 30, 2024 included capital expenditure of $1,194 and $10,495, respectively.
Cash used in financing activities were $1,356 and $45,791, respectively, for the three and nine months ended September 30, 2025, compared to cash generated from financing activities of $28,818 for third quarter of 2024 and cash used in financing activities of $65,815 for the nine months ended September 30, 2024. Cash outflows from financing activities in the nine months ended September 30, 2025 primarily related to various TDB loan repayments and interest payments and cash outflows from financing
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
activities in the same period in 2024 included a payment of dividends amounting to $60,500, loan repayment of $26,080 and stream repayment of $2,220, which were partially offset from loan proceeds of $25,719.
Outstanding Common Shares
As at the date of this MD&A, there were 252,827,187 common shares of the Company issued and outstanding and there were convertible debentures held by Mr. Tumur-Ochir expiring on January 27, 2027, convertible into 4,411,765 common shares of the Company at a conversion price of US$0.68 per common share.
Related Party Transactions
The Company's related parties include its subsidiaries, controlling entities and key management personnel who are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.
As a result of the Boroo Gold Transaction, Boroo Gold is 100% owned by Steppe Gold, whose majority shareholder is now Boroo Singapore through its acquisition of 55.9% of the shares of Steppe Gold. Boroo Singapore is 70% owned by Eminent Stride Limited BVI and 10% owned by Mr. Dulguun Erdenebaatar, a director of the Company. Eminent Stride Limited BVI is 100% owned by TDB Capital Singapore Ltd. ("TDB Capital").
TDB Capital is a privately held investment holding company. The ultimate controlling party of the Group is Mr. Tulga Erdenbileg, a citizen of Mongolia.
Boroo Singapore's consolidated financial statements are available for public use at Singapore registry (ACRA) and TDB Capital does not produce consolidated financial statements available for public use as it is a private exempt company.
The following are details of related party transactions during the nine months ended September 30, 2025 and September 30, 2024:
| Related Party | Relationship | Nature of transaction | Sep 30, 2025 | Sep 30, 2024 |
|---|---|---|---|---|
| $ | $ | |||
| Boroo Singapore | Immediate holding company | Bonds purchased (i) | - | - |
| Boroo Singapore | Immediate holding company | Interest receivable (i) | 5,034 | 1,758 |
| TDB Leasing | Associated company of ultimate holding company | Project financing (ii) | 4,096 | (8,979) |
| TDB | Associated company of ultimate holding company | Project financing (ii) | (30,383) | (13,023) |
| TDB | Associated company of ultimate holding company | Forward contract sales (iii) | 56,168 | 42,218 |
| Centerra Gold Mongolia LLC | Subsidiary of Boroo Singapore | Centerra financing (iv) | 715 | 51 |
| Bataa Tumur-Ochir | Chairman and CEO | Convertible debenture (v) | 303 | 273 |
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
(i) Bonds purchased and interest receivable
As at September 30, 2025, the Group held investment bonds issued by Boroo Singapore in the total amount of $102,085 including accumulated interest receivable of $47,748 with a maturity date at December 31, 2025. During the nine months ended September 30, 2025, the bonds accrued interest of $5,034 (September 30, 2024: $1,758 due to interest reversal of $3,985).
The realization of these bonds, which are due for redemption on December 31, 2025, is reliant on cash flows from operations of MBM, a gold mining company located in Peru and a 100% owned subsidiary of Boroo Singapore. An assessment has been performed as at December 31, 2024 and there were no impairment factors identified and this assessment concluded that the bonds are considered fully recoverable under current conditions. As of September 30, 2025, there has been no change to the previous assessment.
(ii) TDB and its subsidiaries
As at September 30, 2025, the Company had several loans with TDB and a finance lease with TDB Leasing totalling $60,627 (December 31, 2024: $82,265), with interest rates from 12% to 18%.
Although not a related party at the time, on July 11, 2023, Steppe Gold signed a binding term sheet with TDB and TDB Capital to collectively provide up to $150,000 in project financing to fully fund the construction and completion of the ATO Phase 2 Expansion. The balance of this loan was $49,600 at September 30, 2025 (December 31, 2024: $49,577).
In the nine months ended September 30, 2025, the Company leased additional equipment from TDB Leasing for $4,096.
On October 7, 2025, TDB filed a civil claim against Steppe Gold LLC in connection with the unpaid principal and interest on TDB Gold II Loan. The Company has requested an extension for the voluntary repayment of the outstanding loan balance.
The movement on the loans with TDB and TDB Leasing (transferred to MIK during 2024) for the reporting periods is shown in the table below:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| $ | $ | |
| Balance at beginning of the year | 82,265 | 85,418 |
| Steppe Gold Loan at acquisition | - | 52,465 |
| Additions | 4,096 | 28,784 |
| Transferred to MIK | - | (51,876) |
| Repayments | (27,976) | (34,051) |
| Accrued interest | 6,253 | 9,757 |
| Interest paid | (4,084) | (9,022) |
| Foreign exchange | 73 | 790 |
| Balance end of the period | 60,627 | 82,265 |
(iii) TDB Forward sales contract
On March 14, 2024, Boroo Gold signed a forward sales contract with TDB, to sell its gold production to TDB at $2,000 per ounce. The forward sales contract runs from March 14, 2024, to December 31, 2024, with monthly deliveries of 4,500 ounces up to a total contract amount of 50,000 ounces; shortfalls of monthly deliveries should be made good in the following month. The forward sales contract was extended on May 28, 2024, first until March 31, 2025, and subsequently until June 30, 2025, to allow Boroo Gold more time in planning its delivery schedule. Boroo Gold fulfilled the terms
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
of the forward sales contract as at June 10, 2025. Boroo Gold has applied the 'own use' exemption under IFRS 9 in accounting for the forward sales contract with TDB.
(iv) CGM financing
From 2018 to July 31, 2024 Boroo Gold financed CGM operations totalling $47,481. Boroo Gold assessed the credit risk of the CGM financing and resulted in an accumulative impairment loss of$ 47,481 as of July 31, 2024 and remained the same as at September 30, 2025.
(v) Convertible debentures
On January 27, 2022, the CEO of the Company, Mr. Bataa Tumur-Ochir, acquired $3,000 convertible debentures of the Company. The debentures had a maturity date of January 30, 2022, which was extended to January 27, 2024, and has now been extended to January 27, 2027. The debentures carry an interest rate of (13.5\%$ . The conversion feature of the debentures meets the definition of a derivative liability instrument as the conversion feature is denominated in a currency other than the Company's functional currency, and as such does not meet the fixed for fixed criteria. The balance of convertible debentures loan liability was )2,636 (December 31, 2024: )2,477) and the fair value of the derivative portion was )3,013 (December 31, 2024: )380) as at September 30, 2025.
Balances due to related parties:
| Related Party | Relationship | September 30, 2025 $ | December 31, 2024 $ |
|---|---|---|---|
| TDB and TDB Leasing | Associated company of ultimate holding company | 60,627 | 82,265 |
| Bataa Tumur-Ochir | Chairman and CEO | 5,649 | 2,857 |
Balances due from related parties:
| Related Party | Relationship | September 30, 2025 $ | December 31, 2024 $ |
|---|---|---|---|
| Centerra Gold Mongolia LLC | Subsidiary of Boroo Singapore | 47,4811 | 48,3331 |
| Boroo Singapore | Immediate holding company | 102,085 | 97,050 |
1 The balances outstanding were fully impaired as at the end of the respective financial periods.
Other related party transactions with related parties are in the normal course of operations and are measured at the amount of consideration established and agreed to by the related parties.
Identifying related parties
Directors
| Bataa Tumur-Ochir | Chairman and Chief Executive Officer |
|---|---|
| Batjargal Zamba | Non Executive Director |
| Sereenen Jargalan | Non Executive Director |
| Marina Lerner | Non Executive Director |
STEPPE COLD
Management's Discussion and Analysis September 30, 2025
Dulguun Erdenebaatar
Tserenbadam Dugeree
Non-Executive Director effective August 14, 2024
Director effective August 1, 2024
As at September 30, 2025, outstanding directors' fees to non-executive directors were $126.
Key management
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company.
Key Management
| Bataa Tumur-Ochir | Chairman and Chief Executive Officer |
|---|---|
| Jeremy South | Senior Vice President and Chief Financial Officer |
| Tserenbadam Dugeree | Chief Executive Officer, Mongolia Subsidiaries |
During the three and nine months ended September 30, 2025, and September 30, 2024, management fees paid, or otherwise accrued, to key management personnel (defined as officers and directors of the Company) are shown below:
| Three months ended | Nine months ended | |||
|---|---|---|---|---|
| Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | |
| Management fees paid to key personnel | 297 | 235 | 1,073 | 425 |
| Non-executive directors | 24 | 20 | 72 | 20 |
| Total | 321 | 255 | 1,145 | 445 |
As at September 30, 2025, key management personnel were owed $533 of accrued bonuses and management fees for previous periods (December 31, 2024: $274).
Operational Overview
The Group's gold sales for the three and nine months ended September 30, 2025 were 7,988 ounces and 38,590 ounces, respectively, and gold sales for the three and nine months ended September 30, 2024 were 16,376 and 60,883 ounces, respectively. As at September 20, 2025, the Group reported finished goods of 7,996 ounces of gold which were sold subsequently.
The Group produced 14,722 ounces of gold and 4,466 ounces of silver for the three months ended September 30, 2025 and 47,583 ounces of gold and 13,278 ounces of silver during the nine months ended September 30, 2025. This compared to production of 16,242 ounces of gold and 14,417 ounces of silver and 60,846 ounces of gold and 14,417 ounces of silver, respectively, for the three and nine months ended September 30, 2024. The decrease in production in Q3 2025 resulted from down time and lower grades at the Boroo mine and the ATO project approaching the end of its phase 1 production.
For the three and nine months ended September 30, 2025, the Group mined 355,595 tonnes of ore and 2,472,176 tonnes of ore, respectively, and processed 484,103 tonnes of ore and 1,407,205 tonnes of ore, respectively. For the three and nine months ended September 30, 2024, the Company mined 366,124 tonnes of ore and 2,662,952 tonnes of ore, respectively, and processed 609,234 tonnes of ore and 1,449,279 tonnes of ore, respectively.
In the three and nine months ended September 30, 2025, capital expenditures (growth and sustaining) were $8,358 and $16,763, respectively, compared to $3,575 and $12,889 for the same periods in 2024. The increase in the third quarter of 2025 was mainly due to the purchase of mining haul trucks for $5,070.
28
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Gold Mine Operational Summary
The below table shows the Group’s operational summary:
| Period (USD) | unit | Q3 Sep 30, 2025 | Q3 Sep 30, 2024 | YTD Sep 30, 2025 | YTD Sep 30, 2024 |
|---|---|---|---|---|---|
| Waste Mined | bcm | 1,282,292 | 1,475,274 | 4,241,287 | 3,386,520 |
| Ore Mined | ton | 355,595 | 366,124 | 2,472,176 | 2,662,952 |
| Stacked | ton | 484,103 | 609,234 | 1,407,205 | 1,449,279 |
| Grade Mill | g/t | 1.29 | 0.77 | 1.29 | 1.35 |
| Grade Leach | g/t | 0.29 | 0.75 | 0.29 | 0.76 |
| Gold Recovery Mill | % | 55% | 80% | 55% | 76% |
| Gold Recovery Leach | % | 62% | 44% | 62% | 41% |
| Gold Produced | oz | 14,722 | 16,242 | 47,583 | 60,846 |
| Gold Sold | oz | 7,988 | 16,376 | 38,590 | 60,883 |
| Silver Produced | oz | 4,466 | 14,417 | 13,278 | 14,417 |
| Silver Sold | oz | 1,475 | 22,911 | 23,700 | 31,911 |
| Revenue | 000's | 29,398 | 37,331 | 94,093 | 131,913 |
| Cash Cost | 000's | 11,223 | 15,420 | 35,336 | 43,194 |
| Gross Profit | 000's | 15,321 | 18,235 | 48,754 | 75,238 |
| Sustaining Capital expenditure | 000's | 8,288 | 2,200 | 16,373 | 11,514 |
| UNIT COST: | |||||
| Mining Unit Cost | US$/t | 12.95 | 13.19 | 6.59 | 5.74 |
| Processing Unit Cost | US$/t | 10.10 | 10.48 | 10.54 | 11.27 |
| Site G&A Unit Cost | US$/t | 2.83 | 3.19 | 2.95 | 3.11 |
| Cash Cost | 1,405 | 942 | 916 | 709 | |
| Site All-in-Sustaining Cost | 2,499 | 1,099 | 1,375 | 916 | |
| Total All-in-Sustaining Cost | 2,780 | 1,213 | 1,544 | 1,001 |
In the third quarter of 2025, the mining unit cost amounted to $12.95 per tonne compared to $13.19 per tonne for the same period in 2024. For the nine months ended September 30, 2025, the mining unit cost was $6.59 per tonne compared to $5.74 per tonne for the same period in 2024.
In the third quarter of 2025, the processing unit cost amounted to $10.10 per tonne compared to $10.48 per tonne for the same period in 2024. For the nine months ended September 30, 2025, the Group’s processing unit cost was $10.54 per tonne compared to $11.27 per tonne for the same period in 2024.
In the third quarter of 2025, Group’s site G&A unit cost amounted to $2.83 per tonne compared to $3.19 per tonne for the same period in 2024. For the nine months ended September 30, 2025, the Group’s site G&A unit cost was $2.95 per tonne, while G&A unit cost was $3.11 per tonne for the same period in 2024.
STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
Site AISC for the Group in the three and nine months ended September 30, 2025, were $2,499 and $1,375, respectively, compared to site AISC of $1,099 and $916 in the three and nine months ended September 30, 2024, respectively. Total AISC for the Group in the three and nine months ended September 30, 2025, were $2,780 and $1,544, respectively, compared to $1,213 and $1,001 for the same periods in 2024, respectively.
Higher AISC in the quarter primarily reflects timing of gold sales and increased sustaining capital expenditures. Pro forma site AISC and total AISC, inclusive of sales of third quarter finished goods, are $1,869 and $2,010 for the quarter, and $1,350 and $1,492 for the nine months ended September 30, 2025.
Summary of Quarterly Results
| (US$ 000's) | 2025 Q3 | 2025 Q2 | 2025 Q1 | 2024 Q4 | 2024 Q3 | 2024 Q2 | 2024 Q1 | 2023 Q4 |
|---|---|---|---|---|---|---|---|---|
| Revenue | 29,398 | 32,327 | 32,368 | 46,220 | 37,332 | 47,468 | 47,114 | 35,240 |
| Net earnings | 7,066 | 8,996 | 6,600 | 18,427 | 8,249 | 14,353 | 22,104 | 1,949 |
| Basic and diluted earnings per common share* | 0.03 | 0.04 | 0.03 | 0.12 | 0.06 | 0.11 | 0.15 | 0.01 |
| Net Cash (used in) generated from operating activities | 9,012 | 12,098 | (2,009) | 16,797 | 8,517 | 22,734 | 15,742 | 35,381 |
*In accordance with IFRS 3 the basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition is calculated by dividing: (a) the profit or loss of the legal acquiree attributable to ordinary shareholders in each of those periods by (b) the legal acquiree's historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the acquisition agreement. Accordingly, the weighted average number of ordinary shares outstanding for the periods above through Q3 2024, was 3,000,000 multiplied by the 7/12 months and exchange ratio of 48 provides 126,137,865 common shares for the purpose of calculating basic net earnings per common share.
For the third quarter of 2025, the Group sold 7,988 ounces of gold and 1,475 ounces of silver for total gross sales of $27,302, compared to the second quarter of 2025, when the Group sold 15,058 ounces of gold and 3,132 ounces of silver for total gross revenue of $32,326. In addition, the Group generated third party ore processing revenue of $2,096 in the third quarter of 2025.
Cash generated from operating activities for the third quarter of 2025 was $9,012 compared to $12,098 for the second quarter of 2025. The decrease in cash generated from operating activities was mainly due to higher income tax payment and lower gold sold in the third quarter compared to the second quarter.
ATO Phase 2 Expansion
On January 9, 2024, Steppe Gold announced that it had entered into a turnkey engineering, procurement and construction contract (the "EPC Contract"), with Hexagon Build Engineering LLC ("Hexagon") for the Phase 2 Expansion. Hexagon is an experienced construction group active in Mongolia and internationally. Hexagon has appointed WSP and Wood plc to advise on related matters.
Several key design and feasibility matters have progressed in 2025. This includes increasing production capacity to 3.3 Mtpa, adopting a zinc flotation tailings process, and selecting the grinding mills. Once these are approved, WSP will finalize the detailed design, and a feasibility study will be finalized in second half of 2026, subject to satisfactory resolution of the Phase 2 financing.
STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
An EPC amendment process is underway, led by a dedicated working group coordinating with Steppe Gold LLC, Hexagon Build Engineering LLC, and legal counsel. The proposed amendment expands Hexagon's responsibility to include construction of power grid infrastructure, tailings facility, camp extensions, concentrate transport roads, and other ancillary structures. Steppe Gold will handle permits and approvals.
Wood Australia Pty has completed studies on gold recovery alternatives from zinc flotation tailings. With the planned increase in plant annual throughput to 3.3 million tonnes, the mine life will be shortened; however, ore processing costs, as well as the unit production cost, will be lower and recovery rate will increase.
Other preparatory works are progressing. The power grid project, managed by Hexagon, has received technical approval from the Ministry of Energy for a 20 MW capacity. Most permits for the new transmission line have been secured, with local contractor Dornod Gazar LLC already mobilized. The design work for the power grid transmission line has already commenced.
For common minerals, exploration and environmental protection plans have been completed, and reserve reporting is underway for final approval before mining begins. The contracted company carried out the common mineral exploration work, including drilling, sampling and assaying, within the mine license area and has started preparing the reserve report.
Water supply studies are ongoing, as the new plant will require 55 L/s compared to the existing 34 L/s reserve. A hydrogeological contractor is being selected to secure additional sources and permits. Land permits totaling 228 hectares for the tailings facility and camp extension have been requested from local authorities.
Regarding local community relations, Steppe Gold organized two site visits to Boroo Gold in 2025 for local authorities, residents, and herders. The visits focused on understanding tailings management, with assurances that ATO Phase II will adopt the same safe, environmentally responsible standards.
Exploration and Development
Boroo Gold Mine
The Boroo gold mine comprises 6 mining licenses MV-000198, MV-000238, MV-001960, MV-001970, MV-011761 and MV-012039 covering an area of 3,602.07 ha in total. The Ulaanbulag gold mine site covers 1,204.47 ha area under mining license MV-015285.
A total of 2,416.7 meters of drilling was completed and 994 samples were collected and sent for analysis during the third quarter of 2025 at the Boroo mine, under mining licenses MV-001960 and MV-000198. The drilling aimed to confirm reserves, assess mineralization, and expand pit boundaries. As of the reporting date, results have not yet been compiled. Geological exploration and drilling activities planned for the fourth quarter of 2025 will proceed as scheduled, with preparatory work already completed.
ATO Gold Mine
The ATO Gold Mine is comprised of one mining license MV-017111 over an area of 5,492.63 hectares. The ATO Project is located in the territory of Tsagaan Ovoo soum, Dornod province of Eastern Mongolia. It is 660 km east of Ulaanbaatar, the capital of Mongolia, 120 km northwest of Choibalsan, the provincial capital of Dornod Province and 38 km west of Tsagaan Ovoo soum.
Following the issuance of a permit by the Mineral Resources and Petroleum Authority of Mongolia (MRPAM), exploration drilling was initiated to identify aggregate resources for Phase 2 construction:
- Total number of boreholes drilled: 14 (inside license area)
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
- Total drilled depth: 714 meters
- Number of samples collected: 56
All samples were collected and sent to the Construction and Architecture Corporation Laboratory in Ulaanbaatar for material quality analysis.
Uudam Khundii Property
The Uudam Khundii gold project is comprised of one exploration license covering 14,400 hectares in Bayankhongor province, Mongolia. The land package represents one of the largest exploration licenses in the Bayankhongor Gold Belt. The license is in a highly prospective location between and adjoining the Bayan Khundii gold deposit and Altan Nar gold deposit owned by Erdene Resource Development Corporation (ERD – TSX). There were no exploration activities carried out at Uudam Khundii Project in the three and nine months ended September 30, 2025.
Bornuur Exploration site
On September 20, 2021, the Company obtained the Bornuur exploration license XV-021931, located in Bornuur and Jargalant soums of Tuv aimag, Bayangol soum of Selenge aimag encompassing an area of 2,039.82 ha. On April 1, 2022, a portion of the exploration license area, specifically 252.43 hectares, was relinquished back to the state, leaving the current exploration license area at 1,787.39 hectares. In 2022, the Company carried out trenching, drilling, and sampling activities in the exploration area and no additional field exploration was conducted in the exploration area in 2023 and 2024.
Geochemical sampling pattern density was increased and sampling was conducted in 2024 in areas where attractive dispersion halos were identified as a result of previous exploration activities at the exploration license areas.
The Company has planned a 1,000-meter drilling program at the Bornuur exploration site to further evaluate the mineral occurrences and mineralization identified during previous exploration activities within the license area, as well as to investigate geophysically anomalous zones of interest.
Exploration Outlook
As a result of mining exploration conducted at the Boroo and Ulaanbulag mines in 2023, Boroo Gold extended the mine life, determined certain mineralization at the mining license area, and commenced the process of approval of the deposit reserve report and feasibility study in 2024.
Prospecting exploration (such as drilling, trenching etc.) is planned for 2025 at the Bornuur exploration license area. It is also planned to conduct mining exploration activities such as tracking the depth of ore body continuation within the mining licenses of the Boroo and Ulaanbulag hard-rock gold deposits, increasing the reserves, tracking mineralization determined in some areas as a result of past exploration and defining its characteristics. Geological exploration activities, including drilling at the mining and exploration areas, are scheduled to proceed as planned in Q4 2025, with preparatory measures already undertaken. In 2025, the Company successfully completed the resource estimation report for the Ulaannulag deposit and the revised feasibility study for the Boroo deposit. Both documents were officially approved by the MRPAM in September 2025. The Company is currently in the process of obtaining approval from the MRPAM for the reserve report of the Boroo hard-rock gold deposit and the updated feasibility study of the Ulaanbulag deposit.
STEPPE GOLD
Management's Discussion and Analysis September 30, 2025
Outlook
The focus for the Group in 2025 has been on maximizing production and cash flows at its producing mines and sourcing more material, both in situ and nearby within and outside the license areas, and extending mine life.
The Group is optimistic that it will expand its production profile in the coming years as nearby projects seek processing capabilities and the Board is reviewing mill expansion to accommodate these opportunities. The Group is actively pursuing growth in reserves and resources through organic exploration opportunities as well as potential acquisitions.
Regarding the ATO Phase 2 Expansion, negotiations with stream and project finance partners to determine the optimal financing structure are taking longer than expected. There is no guarantee that these negotiations will yield a successful outcome and we may need to seek third party partners to realise value for this project.
Critical Accounting Policies, Estimates and Accounting Changes
Critical Accounting Policies and Estimates
The preparation of the Company's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
The critical estimates, assumptions and judgments applied in the preparation of the Group's financial statements are disclosed in note 2 of the Company's consolidated financial statements for the year ended December 31, 2024.
Accounting Policies
The accounting policies applied in the preparation of the condensed interim consolidated financial statements as of September 30, 2025 are consistent with those used in the Company's annual audited consolidated financial statements for the year ended December 31, 2024.
Upon completion of the Boroo Gold Transaction an exercise was undertaken to align the Group's accounting policies. In conjunction with preparation of the Company's financial statements for the year ended December 31, 2024, and as a result of the assessment performed on property, plant and equipment and exploration and evaluation assets, the Group concluded to change Boroo Gold's accounting policy on property, plant and equipment measurement from a revaluation model to the cost model and exploration and evaluation asset capitalization into expense to bring them in line with that of Steppe Gold.
Financial Instruments and Other Instruments
The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk, foreign currency risk and commodity price risk).
Credit Risk
Credit risk is the risk of loss associated with a counterparty's inability to fulfil its payment obligations. The Group's credit risk is primarily attributable to cash, receivables and other assets and investment in bonds. Cash is held with a Canadian chartered bank and financial institutions in Mongolia, from which management believes the risk of loss to be minimal.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
The Group is currently invested in bonds issued by Boroo Singapore. The bonds which are due for redemption on December 31, 2025 are reliant on cash flows from dividends payments from its subsidiary entities and results of operations of MBM a gold mining company located in Peru and a 100% owned subsidiary of Boroo Singapore. While the financial outlook of MBM and Boroo Singapore is positive, the recoverability of the bonds is largely dependent on the commercial success of the MGM operation, which is still in its early stages. The recoverability of the bonds is reliant on continued performance of the MBM mining operations and strong gold prices. An assessment has been performed as at December 31, 2024 and there were no impairment factors identified and the assessment concluded that the bonds are considered fully recoverable under current conditions. As of September 30, 2025, there has been no change to the previous assessment.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The primary source of funds now available to the Group is from operating cash flows from its operating mines, maturity of bond receivables, short term intercompany loans and equity financing. The Group has in place a planning and budgeting process to help determine the funds required to support the Group's normal operating requirements on an ongoing basis, to support its exploration plans and to ensure that it will have sufficient liquidity to meet its liabilities when due. However, any significant change in the operation of the Group could effect this. To the extent the Group does not believe it has sufficient liquidity to meet these obligations, management may consider securing additional funds through equity or debt transactions. Metal prices, the mining industry, revenue taxes, transportation and other operating costs, capital expenditures and geological results are factors which may have an impact on the amount of additional financing that may be required. There is no guarantee that equity or debt financing will be available to the Group or that these financings would be obtained on terms favorable to the Group, which may adversely affect the Group's business, financial position and may result in a delay or indefinite postponement of exploration, development, or production on any or all of the Group's properties, or even loss of exploration rights.
The Group's cash is largely invested in bonds issued by Boroo Singapore and business accounts with high-credit quality financial institutions. The bonds issued by Boroo Singapore which are due for redemption on December 31, 2025 are reliant on cash flows from dividend payments from Boroo Gold and results of operations of MBM a gold mining company located in Peru and a 100% owned subsidiary of Boroo Singapore. While the financial outlook of MBM and Boroo Singapore is positive, the recoverability of the bonds is largely dependent on the commercial success of the MGM operation, which is still in its early stages.
The Group's financial obligations consist of accounts payable and other liabilities, dividend payable, lease liability, streaming arrangement, loans payable, BORO bond liability, Triple Flag Gold Prepay Loan as well as the loan liability and derivative components of the convertible debentures.
34
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
The maturity analysis of financial liabilities as at September 30, 2025 is as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Accounts payable and other liabilities | 12,311 | - | - | - | 12,311 |
| Lease liability | 1,717 | 2,945 | 132 | - | 4,794 |
| Streaming arrangement | 2,237 | 4,783 | - | - | 7,020 |
| Convertible debentures – derivative | 3,013 | - | - | - | 3,013 |
| Convertible debentures – loan liability | - | 2,636 | - | - | 2,636 |
| Short term loans | 38,049 | - | - | - | 38,049 |
| Long term loans | - | 68,224 | 439 | 1,010 | 69,673 |
| BORO Bond | - | 43,000 | - | - | 43,000 |
| Triple Flag Gold Prepay Loan | 6,314 | - | - | - | 6,314 |
| Total | 63,641 | 121,588 | 571 | 1,010 | 186,810 |
The maturity analysis of financial liabilities as at December 31, 2024 is as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Accounts payable and other liabilities | 13,162 | - | - | - | 13,162 |
| Dividend payable | 2,001 | - | - | - | 2,001 |
| Lease liability | 310 | 306 | - | - | - |
| Streaming arrangement | 4,443 | - | - | - | 4,443 |
| Convertible debentures – derivative | 380 | - | - | - | - |
| Convertible debentures – loan liability | - | 2,477 | - | - | 2,477 |
| Loans payable | 19,590 | 90,634 | 22,402 | 1,516 | 134,142 |
| BORO Bond | - | 43,000 | - | - | 43,000 |
| Triple Flag Gold Prepay Loan | 6,914 | - | - | - | 6,914 |
| Total | 46,800 | 136,417 | 22,402 | 1,516 | 207,135 |
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
Interest Rate Risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instruments will fluctuate due to changes in market interest rates. The Group's interest rate risk includes potential decreases on the interest rate offered on cash held with chartered Canadian and Mongolian financial institutions. The Group considers the interest rate risk on cash held with chartered Canadian and Mongolian financial institutions to be immaterial. There is no interest rate risk on the debentures as the rate is fixed.
Foreign Currency Risk
The Company has balances in Mongolian tugriks that are subject to foreign currency risk. The Group is exposed to foreign currency risk on fluctuations related to cash, payables, tax liabilities and loans that are denominated in Mongolian tugriks. Sensitivity to a plus or minus 5% change in the foreign exchange rate of the Mongolian tugriks compared to the United States dollars would affect net profit by $358 (gain) and $396 (loss) with all other variables held constant.
35
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Commodity Price Risk
The profitability of the Group's operations and mineral resource properties relates primarily to the market price and outlook of gold and silver. Adverse changes in the price of certain raw materials can also significantly affect the Group's cash flows.
Gold and silver prices historically have fluctuated widely and are affected by numerous factors outside of the Group's control, including, but not limited to, industrial, residential and retail demand, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand due to speculative or hedging activities, macro-economic variables, geopolitical events and certain other factors related specifically to gold (including central bank reserves management).
To the extent that the price of gold and silver increases over time, the fair value of the Group's mineral assets increases, and cash flows will improve; conversely, declines in the price of gold will reduce the fair value of mineral assets and cash flows. A protracted period of depressed prices could impair the Group's operations and development opportunities and significantly erode shareholder value. To the extent there are adverse changes to the price of certain raw materials (e.g. diesel fuel), the Group's profitability and cash flows may be impacted. As the Group has commenced its production, it is monitoring gold and silver prices to identify measures that may be required to mitigate commodity price risk. Diesel fuel purchases are currently at spot price and are not considered material enough to require hedging to mitigate the price risk.
Embedded Derivatives
The Group has debentures, which contain an embedded derivative component, issued at the beginning of 2022. The following table is a sensitivity analysis of the impact on the condensed interim consolidated statement of loss and comprehensive loss of an increase or a decrease in the assumptions that are used to value the derivative liability:
| Input | Sensitivity Rate | Impact of Increase US$ 000's | Impact of Decrease US$ 000's |
|---|---|---|---|
| Stock Price | 10% | 539 | (525) |
| Exercise Price | 10% | (224) | 238 |
| Volatility Rate | 10% | 53 | (47) |
| Discount Rate | 0.5% | 4 | (4) |
Stream Agreement
In connection with the acquisition of the ATO Project, the Company's subsidiaries entered into a metals purchase and sale agreement (the "Stream Agreement") with Triple Flag to sell gold and silver produced from the ATO Project. The Stream Agreement is recorded at fair value at each statement of financial position date as the Company has determined the obligation is a derivative liability to be carried at FVTPL. The fair value of the Stream Agreement was valued using the income approach with consideration for the contractual terms of the Stream Agreement and use of various input assumptions.
| Input | Sensitivity rate | Impact of increase $ | Impact of Decrease $ |
|---|---|---|---|
| Forward price | 10% | 702 | (702) |
| Discount rate | 10% | (495) | 587 |
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Capital Risk Management
The Group's objectives in the managing of the liquidity and capital are to safeguard the Group's ability to continue as a going concern and provide financial capacity to meet its strategic objectives. The capital structure of the Group consists of debt instruments and equity attributable to common shareholders, comprising of issued share capital, shares to be issued, warrants, contributed surplus, accumulated other comprehensive loss and deficit. The Group manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may attempt to issue new shares, issue new debt, acquire or dispose of assets to facilitate the management of its capital requirements.
The Group defines capital as total debt less cash and equivalents and it is managed by management, subject to approved policies and limits by the Board. The Group is not subject to any externally imposed capital requirements. However, due to its size, the Company is required to pay attention to concentration limits at its bank partners.
Evolving Corporate Governance
The Company's business is subject to evolving corporate governance and public disclosure regulations that have increased both compliance costs and the risk of noncompliance, which could have an adverse effect on the price of the Company's securities. The Company is subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators, the TSX and the Financial Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity making compliance more difficult and uncertain. Further, the Company's efforts to comply with these and other new and existing rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In addition, the Company may be subject to growth related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. If the Company is unable to deal with this growth, it may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Further, a significant portion of the Company's business is carried on through subsidiaries, including foreign subsidiaries. From time to time the countries in which the Company operates or has interests have adopted measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are typically imposed by the local governments and / or central banks during times of economic instability to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict the Company's ability to fund its operations and projects efficiently, which may result in increased financing costs. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on the Company's valuation and stock price.
Interests of the Controlling Shareholder
As of the date hereof, Boroo Singapore beneficially owns approximately 55.9% of the issued and outstanding common shares of the Company. As a result, Boroo Singapore has the power to exercise significant influence over all matters requiring shareholder approval, including, but not limited to, the election of directors, amendments to the Company's constating documents, amalgamations, mergers
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
and plans of arrangements under Canadian law, the sale of all or substantially all of the Company's assets and other transactions. Furthermore, the Company could be prevented from entering into transactions that could be beneficial to the Company. Boroo Singapore's ability to exercise its rights as a shareholder of the Company are governed by the Investor Rights Agreement with Boroo Singapore (the "Boroo Investor Rights Agreement"). For as long as Boroo Singapore holds at least a 10% interest in the Company, it may be in a position to affect the Company's governance and operations, pursuant to the terms and conditions of the Boroo Investor Rights Agreement. As a result of Boroo Singapore's shareholdings of the Company, third parties or other shareholders could be discouraged from making an offer or take-over bid to acquire the Company at a price per share that is above the then-current market price. In addition, if Boroo Singapore sells substantial amounts of its Common Shares, the market price of the Common Shares could fall. The perception that such a sale will occur could also produce this effect.
Shareholder Activism
The Company's relationships with stakeholders are critical to ensure the future success of its existing operations and the construction and development of its projects. In the recent years, publicly-traded companies in the mining industry have been increasingly subject to demands from non-governmental organizations and activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or for certain corporate actions or reorganizations. There is an increasing level of public concern relating to the perceived effect of mining and processing activities on the environment and on communities impacted by such activities. Should an activist shareholder engage with the Company, it could cause disruption to its strategy, operations and leadership organization, resulting in a material unfavourable impact on the financial performance and longer term value creation strategy of the Company.
Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities, could be costly and time consuming and could have an adverse effect on the Company reputation and divert the attention and resources of the management and Board. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and impede the Company's overall ability to advance its projects, obtain permits and licenses and/or continue its operations, which could have a material adverse impact on the Company's business, results of operations and financial condition.
Other Risks and Uncertainties
An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment.
Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Group and its financial position. The following discussion pertains to certain principal risks and uncertainties but is not, by its nature, all inclusive. Please refer to the section entitled "Risk Factors" in the Company's annual information form for the year ended December 31, 2024 (available on SEDAR+ at www.sedarplus.ca) for additional risk factor disclosure.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Non-IFRS Performance Measures
Reconciliation of Non-GAAP Financial Measures
The Group has included certain non-GAAP financial measures in this document. These measures are not defined under IFRS and should not be considered in isolation. The Group believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Group. The inclusion of these measures is meant to provide additional information and should not be used as a substitute for performance measures prepared in accordance with IFRS. These measures are not necessarily standard and therefore may not be comparable to other issuers.
EBITDA
EBITDA is earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA removes non-cash items, finance costs and exploration costs.
The Group reported an adjusted EBITDA of $15,595 and $51,793 in the three and nine months ended September 30, 2025, respectively, compared to $17,233 and $80,467 in the same periods of 2024, respectively. Subsequent to the quarter end, the Group sold 7,966 ounces of the quarter end finished goods generating revenue of $32,116. Pro forma adjusted EBITDA, inclusive of sales of third quarter finished goods, are $38,032 and $74,230, respectively, for the three and nine months ended September 30, 2025.
Adjusted EBITDA
| (US$ 000's) | Q3
Sep 30, 2025 | Q3
Sep 30, 2024 | YTD
Sep 30, 2025 | YTD
Sep 30, 2024 |
| --- | --- | --- | --- | --- |
| Net Profit Before Tax | 9,595 | 11,210 | 30,092 | 59,529 |
| Depreciation and depletion | 2,677 | 3,161 | 10,009 | 12,910 |
| Foreign exchange | 34 | (119) | (1,117) | 283 |
| Non-recurring expenses* | 6 | 16 | 14 | (18) |
| Finance expenses | 3,199 | 5,029 | 12,531 | 9,827 |
| Exploration and evaluation expenditures | 84 | 156 | 264 | 156 |
| Adjusted EBITDA | 15,595 | 19,453 | 51,793 | 82,687 |
| Stream Agreement payments | - | (2,220) | - | (2,220) |
| Adjusted EBITDA after Stream payments | 15,595 | 17,233 | 51,793 | 80,467 |
*Non-recurring expenses related to fines and penalties.
Key Performance Indicators
Key performance indicators for the business are non-IFRS metrics but provide the ability to evaluate the underlying performance of the Company. These include cash cost per ounce of gold sold, and AISC per ounce of gold sold. Unit costs is a performance metric used at site to provide an efficiency view and trend of operating performance using total direct cost per tonne of relevant material mined ore.
AISC is calculated using cash costs in addition to general and administration, asset retirement costs, and sustaining capital, less certain non-recurring costs to provide an overall company outlook on the total cost required to sell an ounce of gold. Management uses AISC to assess direct operating costs and capital costs required in generating revenue in the reporting period and maintaining normal operations of the mine.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
| (US$ 000's) | Q3 | Q3 | YTD | YTD |
|---|---|---|---|---|
| Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | |
| Cash Cost of Sales: | ||||
| Mining Cost | 000's | 4,761 | 4,831 | 16,668 |
| Processing Cost | 000's | 6,586 | 6,382 | 18,224 |
| Site G&A Cost | 000's | 1,813 | 1,944 | 5,332 |
| Change in Inventory – Cash | 000's | (3,510) | 414 | (10,904) |
| Royalty | 000's | 1,470 | 2,257 | 6,279 |
| Corporate Social Responsibility | 000's | 153 | 158 | 372 |
| By-Product Credits | 000's | (50) | (566) | (636) |
| Net Cash Costs | 000's | 11,223 | 15,420 | 35,336 |
| Sustaining Capital Expenditure | 000's | 8,288 | 2,200 | 16,373 |
| Corporate Administration | 000's | 2,254 | 1,892 | 6,611 |
| Non-recurring professional fees | 000's | (6) | (17) | (78) |
| Other | 000's | 449 | 377 | 1,360 |
| All-in-Sustaining Costs | 000's | 22,209 | 19,872 | 59,602 |
| Gold Sales | oz | 7,988 | 16,376 | 38,590 |
| Cash Cost | US$/oz | 1,405 | 942 | 916 |
| Site All-in-Sustaining Cost | US$/oz | 2,499 | 1,099 | 1,375 |
| Total All-in-Sustaining Cost | US$/oz | 2,780 | 1,213 | 1,544 |
(1) AISC excludes non-recurring exploration expenditures, share based compensation and certain non-recurring items
Cash cost per ounce is a measurement of the site cash cost required to sell an ounce of gold. This is an indication and trend of the cash operating margin of producing an ounce of gold.
Cash costs for the Group for the three and nine months ended September 30, 2025 was $1,405 per ounce and $916 per ounce, respectively, compared to cash costs of $942 per ounce and $709 per ounce for the same periods in 2024, respectively. Subsequent to the quarter end, the Group sold 7,966 ounces of the quarter end finished goods. Pro forma cash cost per ounce, inclusive of sales of third quarter finished goods, was $1,321 and $971, respectively, for the three and nine months ended September 30, 2025.
Site AISC for the Group in the three and nine months ended September 30, 2025, was $2,499 per ounce on gold sales of 7,988 ounces and $1,375 per ounce on gold sales of 38,590 ounces, respectively, compared to site AISC of $1,099 per ounce on gold sales of 16,377 ounces and $916 per ounce on gold sales of 60,883 ounces in the three and nine months ended September 30, 2024, respectively.
Total AISC for the Group in the three and nine months ended September 30, 2025, was $2,780 per ounce and $1,544 per ounce, respectively, compared to $1,213 per ounce and $1,001 per ounce for the same periods in 2024, respectively. Higher AISC in the quarter primarily reflects timing of gold sales and increased sustaining capital expenditures. Pro forma site AISC and total AISC, inclusive of sales of third quarter finished goods, was $1,869 and $2,010 for the quarter, and $1,350 and $1,492 for the nine months ended September 30, 2025.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Corporate Governance
Disclosure Controls and Procedures
Disclosure controls and procedures are defined to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the President, Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
The Group’s management, with the participation of its President, Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as such term is defined in the rules of the Canadian Securities Administrators and the Securities and Exchange Commission. Under the supervision of the President, Chief Executive Officer and Chief Financial Officer, the Group’s internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The Group’s internal control over financial reporting includes policies and procedures that:
- pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Group;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with IFRS and that the Group’s receipts and expenditures are made only in accordance with authorizations of management and the Group’s directors; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Group’s assets that could have a material effect on the Group’s consolidated financial statements.
The Group’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with the Group’s policies and procedures.
Limitations of Controls and Procedures
The Company’s management, including the President, Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake.
STEPPE COLD
Management's Discussion and Analysis
September 30, 2025
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in ICFR during the last fiscal year that materially affected, or are reasonably likely to materially affect, ICFR.
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