Scorpio Gold Corporation (TSXV: SGN) (OTCQB: SRCRF) (FSE: RY9) is pleased to announce that it has closed its previously announced non-brokered private placement through the issuance of 20,858,666 common shares of the Company at a price of $0.12 per Share, for gross proceeds of $2,503,040.

The Company paid aggregate cash finder’s fees of $9,390 and issued 64,750 non-transferable finder’s warrants to arm’s length finders of the Company in connection with the Financing. Each finder’s warrant entitles the holder thereof to purchase one Share at an exercise price of $0.12 until October 3, 2025.

The Company intends to use the proceeds from the Financing 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 Financing are subject to a four-month hold period ending on February 4, 2025 in accordance with applicable securities laws.

The Company also reports that a certain director of the Company subscribed for $120,000 worth of Shares under the Financing, which subscription was considered “related party transactions” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Insider Subscription was exempt from the valuation requirement of MI 61-101 by virtue of section 5.5(b) of MI 61-101, given the Shares are not listed on a “specified market” (as defined in MI 61-101), and from the minority shareholder approval requirements of MI 61-101 by virtue of section 5.7(a) of MI 61-101, given the fair market value of the Insider Subscription did not exceed 25% of the Company’s market capitalization.

The Financing is subject to final approval by 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 news release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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.