SGLD.V · 2025-02-27 12:00:00

Scorpio Gold Announces $3.5 Million Private Placement

Financings

TSXV: SGN

#750-1095 W. Pender St.

Vancouver, BC V6E2M6

WWW.SCORPIOGOLD.COM

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Scorpio Gold Announces $3.5 Million Private Placement

February 27, 2025 - Vancouver, British Columbia – Scorpio Gold Corporation (TSX-V: SGN,

OTCQB: SRCRF, FSE: RY9) (“Scorpio” or the “Company”) is pleased to announce that it intends

to complete a non-brokered private placement (the “Offering”) for total proceeds of $3,500,000,

consisting of up to 43,750,000 common shares (“ Shares”) of the Company at a price of $0.08

per Share.

The Company may compensate certain eligible finders, in accordance with the policies of the

TSXV, with a cash commission of up to 7% of the aggregate gross proceeds raised from the

Offering, as well as finder warrants (“Finder Warrants”) consisting of up to 7% of the number of

Shares issued under the Offering. Each Finder Warrant will entitle the holder thereof to purchase

one common share of the Company for a period of 12 months following the closing date of the

Offering at a price of $0.10 per share.

The Company intends to use the net proceeds from the Offering for exploration expenditures at

the Company’s Manhattan District, as well as corporate and general working capital purposes.

Closing of the Offering is subject to certain customary conditions, including, without limitation,

approval of the TSXV. The securities to be issued under the Offering will be offered by way of

private placement in such provinces or territories of Canada and such other jurisdictions as may

be determined by the Company, in each case, pursuant to applicable exemptions from the

prospectus requirements under applicable securities laws. Securities issued under the Offering

will be subject to a statutory hold period which will expire four months and one day from the date

of closing of the Offering.

The securities subject to the Offering have not, nor will they be registered under the United States

Securities Act of 1933, as amended, and may not be offered or sold within the United States or

to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable

exemption from the U.S. registration requirements. This news release shall not constitute an offer

to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United

States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Scorpio Gold Corporation

Scorpio Gold holds a 100% interest in two past producing projects, the Manhattan District and the

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

Manhattan District is ~4,780-hectares and comprises the advanced exploration-stage Goldwedge

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Mine, with a 400 ton per day gravity mill, and four past -producing pits that were acquired from

Kinross in 2021. The consolidated Manhattan District presents an exciting late-stage exploration

opportunity, with over 100,000 metres of historical drilling, significant resource potential, and

valuable permitting and water rights. 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 2017. With a proven and probable resource, valuable

permits, water rights, and infrastructure, 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 | OTCQB: SRCRF | FSE: RY9

Forward-Looking Statements

The Company relies on litigation protection for forward- looking statements. This news release

contains forward-looking statements that are based on the Company’s current expectations and

estimates. Forward-looking statements are frequently characterized by words such as “ plan”,

“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other

similar words or statements that certain events or conditions “ may” or “will” occur, and include,

without limitation, statements regarding: TSXV approval of the Financing; and the Company’s

expected use of proceeds from the Financing. There is significant risk that the forward -looking

statements will not prove to be accurate, that the management’s assumptions may not be correct

and that actual results may differ materially from such forward-looking statements. Such forward-

looking statements involve known and unknown risks, uncertainties and other factors that could

cause actual events or results to differ materially from estimated or anticipated events or results

implied or expressed in such forward-looking statements, including those risk factors outlined in

the Company’s Management Discussion and Analysis as filed on SEDAR+. Any forward-looking

statement speaks only as of the date on which it is made and, except as may be required by

applicable securities laws, the Company disclaims any intent or obligation to update any forward-

looking statement, whether as a result of new information, future events or results or otherwise.

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Forward-looking statements are not guarantees of future performance and accordingly undue

reliance should not be put on such statements due to the inherent uncertainty thereof.

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

in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or

accuracy of this release.

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