SGLD.V · 2025-03-31 12:00:00

Scorpio Gold Announces Plan to Close Over-Subscribed First Tranche of Private Placement for Over $5.4 million

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 Plan to Close Over-Subscribed

First Tranche of Private Placement for Over $5.4 million

March 31, 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 close an over-subscribed first tranche (the “First Tranche”) of its previously announced $3.5

million non-brokered private placemen t (the “ Private Placement ”), through the issuance of

67,957,355 common shares (the “Shares”) of the Company at a price of $0. 08 per Share, for

gross proceeds of $5,436,588.

The Company plans to close a second and final tranche of the Private Placement for total

proceeds of up to $6,000,000 (including the proceeds from the First Tranche) on or about Tuesday

April 8, 2025, subject to approval of the TSX Venture Exchange.

The Company intends to use the proceeds from the Private Placement for property maintenance

and further exploration and development of the Mineral Ridge and Goldwedge Manhattan

Projects, as well as for general working capital . The securities issued through the First Tranche

are subject to a four -month and one day hold period ending on August 2, 2025, in accordance

with applicable securities laws.

The First Tranche is subject to final approval by the TSX Venture Exchange.

The Company also wishes to provide the following updates respecting its August 2, 2024 loan of

$1,150,000 from an arm’s length third-party (the “Loan”): (i) the interest rate on the Loan is 5%

per annum; (ii) on October 25, 2024, the Company repaid $400,000 of the Loan, leaving the

balance of the loan at $750,000 (the “Current Balance”); and (iii) the Current Balance, along with

all interest payable, is due on April 1, 2025 and the Company intends to pay such funds in full on

or before such date.

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 news release does not constitute an offer to sell or a solicitation to

buy any securities in any jurisdiction.

1398-1602-3573, v. 1

About Scorpio Gold Corporation

Scorpio 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’s Manhattan District

comprises the advanced exploration-stage Goldwedge Project, with a 400 ton per day gravity mill.

Adjacent to Goldwedge is the 4,300-acre Manhattan Project, centered on two past-producing pits,

acquired from Kinross in 2021. The consolidated Manhattan District presents an exciting late-

stage exploration opportunity, with over 100,000m+ 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 produced over 222,440oz 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 | 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 Private Placement ; the timing of

the Private Placement, including that of the First Tranche and the second tranche under the

Private Placement; the Company’s expected use of proceeds from the Private Placement; and

the Company’s intention to repay the Loan on or before April 1, 2025. 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

1398-1602-3573, v. 1

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. 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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