July 25, 2025 – Vancouver, British Columbia – Scorpio Gold Corporation (TSX-V: SGN, OTCQB: SRCRF, FSE: RY9) (“Scorpio Gold”, or the “Company”) announces it has granted the following (the “Equity Award Grants”) to consultants and employees of the Company:
(i) 8,600,000 stock options (“Options”), exercisable at $0.25 for five years, vesting in four equal tranches on (i) January 25, 2026, (ii) July 25, 2026, (iii) January 25, 2027 and (iv) July 25, 2027;
(ii) 180,000 restricted share units (“RSUs”), vesting in three equal tranches on (i) July 25, 2026, (ii) July 25, 2027 and (iii) July 25, 2028; and
(iii) 7,750,000 RSUs, vesting in four equal tranches on (i) July 25, 2026, (ii) July 25, 2027, (iii) July 25, 2028 and (iv) July 25, 2029.
Out of the foregoing, 5,350,000 Options and 7,750,000 of the RSUs were granted to officers and directors of the Company and, accordingly, such grants were considered related party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Such grants were exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, given neither the fair market value of the securities issued nor the consideration provided therefor exceeded 25% of the Company’s market capitalization.
The Company is authorized to grant a total of 22,333,242 Options and 9,000,000 RSUs pursuant to its equity incentive plan, of which 16,215,550 Options and 8,830,000 RSUs are now outstanding following the Equity Award Grants.
About Scorpio Gold Corp.
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 Mine, with a 400 ton per day maximum capacity gravity mill, and four past-producing pits that were acquired from Kinross in 2021 (see March 25, 2021 news release). 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.
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]
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TSXV: SGN | OTC: 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: the Transaction and the terms thereof, including the consideration payable to the Company; the Company retaining certain assets associated with the Project; the benefits of the Transaction and the Company’s plans following completion of the Transaction; the Company’s strategic plans; the Company’s intention to define a mineral deposit at its Manhattan project; the Company’s plans for the incoming funds from the Transaction; the conditions to closing and timing of the Transaction; and the approval of the TSXV of the Transaction. 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. 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 Exchange) accepts responsibility for the adequacy or accuracy of this release.
