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Scorpio Gold Announces Closing of Second Tranche of Private Placement

Financings

Scorpio Gold Announces Closing of Second

Tranche of Private Placement

Vancouver, British Columbia--(Newsfile Corp. - January 22, 2024) -

Scorpio Gold Corporation

(TSXV:

SGN) ("

Scorpio Gold

" or the "

Company

") is pleased to announce that it has closed the second tranche

(the "

Second Tranche

") of its non-brokered private placement (the "

Private Placement

") described in

the press release dated January 12, 2024 by the issuance of 6,384,966 units of the Company at a price

of $0.15 per unit for gross proceeds to the Company of $957,745. Each unit was comprised of one

common share of the Company and one common share purchase warrant, with each warrant

exercisable to acquire one common share of the Company at an exercise price of $0.20 until January

22, 2026. To date, the Company has issued an aggregate of 9,584,966 units in the Private Placement

for aggregate gross proceeds of $1,437,745.

The Company paid aggregate cash finder's fees of $7,920 and granted 52,800 non-transferable

compensation warrants of the Company to arm's length finders of the Company in connection with the

Second Tranche. Each compensation warrant entitles the holder thereof to purchase one common share

of the Company at an exercise price of $0.20 until January 22, 2026.

The Company intends to use the proceeds from the Second Tranche for general working capital

purposes. The securities issued in the Second Tranche will be subject to a four-month hold period

ending on May 23, 2024 in accordance with applicable securities laws. The Company intends to

complete the remainder of the Private Placement by the end of January, 2024.

The Private Placement is subject to the final approval of the TSX Venture Exchange.

The securities described herein have not been, and will not be, registered under the United States

Securities Act of 1933, as amended (the "

1933 Act

") or any state securities laws, and accordingly, may

not be offered or sold within the United States except in compliance with the registration requirements of

the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This

press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

ON BEHALF OF THE BOARD OF SCORPIO GOLD CORPORATION

Chris Zerga, President and CEO

Tel: (819) 825-7618

Email:

[email protected]

Neither the 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.

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 use of proceeds, anticipated closing of the remainder of the Private Placement

and final approval of the TSX Venture Exchange for the Private Placement. 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 financial markets

generally, receipt of all regulatory approvals required for the Private Placement, the inability to

complete the Private Placement and 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. 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.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/195233