NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Vancouver, September 15, 2020 – Scorpio Gold Corporation (“Scorpio Gold” or the “Company”) (TSXV: SGN) is pleased to announce it has closed the first tranche of a C$6 million offering as announced on August 31, 2020 and September 2, 2020.
Of the C$6 million financing, C$4.6 million has been placed with Augusta Investments Inc. (“Augusta”), a Canada-US based mining sector-focused management group led by its founder and Chairman, Richard Warke. An additional C$1 million has been placed with Palisades Goldcorp Ltd., a Canadian resource-focused merchant bank.
Scorpio Gold’s CEO, Brian Lock, comments, “The interest demonstrated by sophisticated investors such as the Augusta Group and Palisades Goldcorp is a clear vote of confidence in Scorpio Gold’s assets and in the direction the Company is taking. At Mineral Ridge, the earn-in agreement with Titan Mining will deliver an aggressive exploration program to build on our substantial mineral reserve and resource base. Gold extraction operations will continue at Mineral Ridge through December 31,2021, ensuring Scorpio’s operating team stays intact and will assist Titan where needed. At Goldwedge, the proceeds of the private placement will fund and drive an extensive exploration program at the Goldwedge Mine, the Keystone-Jumbo deposit area and the soon to be acquired, adjacent Kinross Manhattan property. An underground delineation drilling program is in progress at the Goldwedge Mine and planning for surface drilling on high-priority targets over the entire land package is underway.”
The first tranche closed on September 14, 2020 on $4,443,000 by the issue of 27,768,500 common shares and 37,500,000 share purchase warrants. Scorpio paid a finder’s fee of $50,000 in connection with the Palisades Gold Corp portion.
The second tranche of $1,557,000 by the issue of the remaining 9,731,250 common shares to Augusta, will close on receipt of shareholder approval of a change of control and the earn-in option agreement with Titan Mining Corporation on the Mineral Ridge project described below. The annual general and special meeting of shareholders is being held October 2, 2020.
Each unit consists of one common share of the Company and one share purchase warrant with each warrant exercisable for three years from the date of issue at an exercise price of $0.24.
All securities issued and issuable are subject to a hold period in Canada expiring on January 15, 2021.
Scorpio Gold further reports that the directors granted a total of 3,815,000 incentive stock options of the capital stock of the Company to directors, officers, employees and consultants exercisable for up to a five year period at an exercise price of $0.165, being the closing share price on September 11, 2020, pursuant to Scorpio Gold’s shareholder approved stock option plan.
About Scorpio Gold
Scorpio Gold holds a 100% interest in the advanced exploration-stage Goldwedge property in Manhattan, Nevada with a fully permitted underground mine and a 400 ton per day mill facility. On July 20, 2020, the Company announced the terms of an exclusive purchase option to acquire a 100% interest of the Manhattan Property situated adjacent and proximal to the Goldwedge property, from a subsidiary of Kinross Gold
In addition, as announced on August 31, 2020, Scorpio Gold entered into an earn-in option agreement with Titan Mining Corporation whereby Titan can earn an 80% joint venture interest on the Company’s 100% owned Mineral Ridge gold project located in Esmeralda County, Nevada. To maintain the option Titan must spend a total of US$35 million over a staged period of five years. If Titan spends the initial US$7 million of expenditures by January 1, 2022, it will also have the right to acquire a 100% interest by paying Scorpio Gold US$35 million on or before December 31, 2022. The effectiveness of the earn-in option agreement remains subject to receipt of the approval of the shareholders of Scorpio Gold pursuant to a special resolution to be put forward at the upcoming annual general and special meeting called for October 2, 2020.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Shares or Warrants (the “Securities”) in the United States or to, or for the account or benefit of, any U.S. person. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless an exemption from such registration requirements is available. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
ON BEHALF OF THE BOARD
SCORPIO GOLD CORPORATION
Chief Executive Officer
For further information contact:
Brian Lock, CEO
Tel: (604) 889-2543
Tel: (416) 881-5154
Neither 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.
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 the Company’s plans with respect to completion of the Transaction. 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 risks that either party will not be satisfied with its due diligence review and will terminate the Transaction, that the parties will fail to negotiate and enter into a binding agreement in respect of the Transaction, or that either party will not be able to meet any of the conditions precedent to the completion of the Transaction, including the requirement for regulatory approval. 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.