Scorpio Announces Equity Issuances

Rhea-AI Summary

Scorpio Gold (OTCQB: SRCRF) has announced significant equity issuances through its incentive plan. The company granted 8.6 million stock options exercisable at $0.25 for five years, with vesting in four tranches between January 2026 and July 2027. Additionally, two sets of restricted share units (RSUs) were issued: 180,000 RSUs vesting in three tranches through July 2028, and 7.75 million RSUs vesting in four tranches through July 2029.

Of these grants, 5.35 million options and 7.75 million RSUs were allocated to officers and directors, qualifying as related party transactions but exempt from formal valuation and minority shareholder approval requirements. Following these issuances, the company now has 16.2 million options and 8.83 million RSUs outstanding.

Positive

• None.

Negative

• Significant potential dilution with 8.6 million new stock options and 7.93 million RSUs issued
• Large portion of equity grants (5.35M options and 7.75M RSUs) allocated to insiders

News Market Reaction – SRCRF

+4.82%

1 alert

+4.82% News Effect

On the day this news was published, SRCRF gained 4.82%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - July 25, 2025) - Scorpio Gold Corporation (TSXV: 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: zayn@scorpiogold.com

Investor Relations Contact:
Kin Communications Inc.
Tel: (604) 684-6730
Email: SGN@kincommunications.com

Connect with Scorpio Gold:

Email | Website | Facebook | LinkedIn | X | YouTube

To register for investor updates please visit: scorpiogold.com

TSXV: SGN | OTC: SRCRF | FSE: RY9

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260056

FAQ

How many stock options did Scorpio Gold (SRCRF) grant in July 2025?

Scorpio Gold granted 8.6 million stock options exercisable at $0.25 per share for five years, with vesting in four equal tranches between January 2026 and July 2027.

What is the vesting schedule for Scorpio Gold's new RSU grants?

Scorpio Gold issued two sets of RSUs: 180,000 RSUs vesting in three equal tranches through July 2028, and 7.75 million RSUs vesting in four equal tranches through July 2029.

How many equity awards were granted to Scorpio Gold insiders?

5.35 million options and 7.75 million RSUs were granted to officers and directors of the company.

What is Scorpio Gold's total outstanding equity incentives after the new grants?

Following the new grants, Scorpio Gold has 16,215,550 options and 8,830,000 RSUs outstanding out of their authorized total of 22,333,242 options and 9,000,000 RSUs.