SGLD.V · 2025-07-25 12:00:00

Scorpio Announces Equity Issuances

Share Capital & Compensation

TSXV: SGN

#750-1095 W. Pender St.

Vancouver, BC V6E2M6

WWW.SCORPIOGOLD.COM

Scorpio Announces Equity Issuances

July 25, 2025 - Vancouver, British Columbia – Scorpio Gold Corporation (TSX-V: SGN,

OTCQB: SRCRF, FSE: RY9) (“Scorpio Gold”, or the “Company”) announces it has granted the

following (the “Equity Award Grants”) to consultants and employees of the Company:

(i) 8,600,000 stock options (“Options”), exercisable at $0.25 for five years, vesting in

four equal tranches on (i) January 25, 2026, (ii) July 25, 2026, (iii) January 25, 2027

and (iv) July 25, 2027;

(ii) 180,000 restricted share units (“RSUs”), vesting in three equal tranches on (i) July

25, 2026, (ii) July 25, 2027 and (iii) July 25, 2028; and

(iii) 7,750,000 RSUs, vesting in four equal tranches on (i) July 25, 2026, (ii) July 25,

2027, (iii) July 25, 2028 and (iv) July 25, 2029.

Out of the foregoing, 5,350,000 Options and 7,750,000 of the RSUs were granted to officers and

directors of the Company and, accordingly, such grant s were considered related party

transactions under Multilateral Instrument 61 -101 - Protection of Minority Security Holders in

Special Transactions ("MI 61 -101"). Such grant s were exempt from the formal valuation and

minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a)

of MI 61 -101, given neither the fair market value of the securities issued nor the consideration

provided therefor exceeded 25% of the Company's market capitalization.

The Company is authorized to grant a total of 22,333,242 Options and 9,000,000 RSUs pursuant

to its equity incentive plan, of which 7,615,550 Options and 8,830,000 RSUs are now outstanding

following the Equity Award Grants.

About Scorpio Gold Corp.

Scorpio Gold holds a 100% interest in two past producing mines, the Manhattan Mine and the

Mineral Ridge Mine, both located in the Walker Lane Trend of Nevada, USA. Scorpio Gold's

Manhattan District comprises the advanced exploration-stage Goldwedge Project, with a 400 ton

per day gravity mill. Adjacent to Goldwedge is the ~4,780 -hectare Manhattan Project, centered

on two past-producing pits, acquired from Kinross in 2021. The consolidated Manhattan District

presents an exciting late -stage exploration oppor tunity, with over 100,000 + meters of historical

drilling, with significant resource potential, alongside valuable permitting. Scorpio Gold also holds

a 100% interest in the Mineral Ridge gold project located in Esmeralda County, Nevada. Scorpio

Gold produced over 222,440 oz of gold at Mineral Ridge between 2010 and 2020. With a proven

and probable resource, valuable permits, water rights, infrastructure, and the recently acquired

adjacent North Star exploration target, Mineral Ridge has significant near -term development

potential.

ON BEHALF OF THE BOARD OF SCORPIO GOLD CORPORATION

Zayn Kalyan, Chief Executive Officer and Director

Tel: (604)-252-2672

Email: [email protected]

Investor Relations Contact:

Kin Communications Inc.

Tel: (604) 684-6730

Email: [email protected]

Connect with Scorpio Gold:

To register for investor updates please visit: scorpiogold.com

TSXV: SGN | OTC: SRCRF | FSE: RY9

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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