Scorpio Gold Announces Receipt of First Deferred Payment from Mineral Ridge Sale

Rhea-AI Summary

Scorpio Gold (OTCQB: SRCRF) confirms receipt of the first deferred payment from the sale of its subsidiary Mineral Ridge Gold, LLC.

The company received US$750,000, representing 50% of a US$1,500,000 escrow holdback from a US$7,500,000 aggregate sale, following satisfaction of first‑release conditions. The remaining US$750,000 is expected on the nine‑month anniversary and an additional US$1,000,000 is expected on the 12‑month anniversary of closing, per the escrow agreement.

Scorpio Gold said the cash inflow strengthens its treasury to support a 50,000‑metre drill program at the Manhattan District. The company also announced a Corporate Secretary change effective December 3, 2025.

Positive

• Received US$750,000 escrow release from Mineral Ridge sale
• Sale aggregate consideration of US$7,500,000 completed
• Treasury strengthened to support 50,000‑metre drill program

Negative

• Remaining US$750,000 escrowed payment pending at nine months
• Final US$1,000,000 payment expected at 12 months, not yet received

News Market Reaction – SRCRF

-1.66%

1 alert

-1.66% News Effect

On the day this news was published, SRCRF declined 1.66%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Aggregate sale consideration: US$7,500,000 Escrow holdback: US$1,500,000 First escrow release: US$750,000 +5 more

8 metrics

Aggregate sale consideration US$7,500,000 Total consideration for sale of Mineral Ridge Gold, LLC

Escrow holdback US$1,500,000 Indemnification holdback placed into escrow

First escrow release US$750,000 50% of escrow released after three-month milestone

Remaining escrow US$750,000 Expected at nine-month anniversary of closing

Final deferred payment US$1,000,000 Expected at 12-month anniversary of closing

Escrow share 50% Portion of escrowed funds released in first tranche

Drill program size 50,000 metres Manhattan District drill program referenced by CEO

Effective date December 3, 2025 Effective date for corporate secretary change

Market Reality Check

Price: $0.3535 Vol: Volume 406,466 is 5% abov...

normal vol

$0.3535 Last Close

Volume Volume 406,466 is 5% above the 20-day average of 386,486. normal

Technical Price 0.2535 is trading above the 200-day MA at 0.18.

Peers on Argus

SRCRF gained 0.93% with modestly above-average volume. Peers were mixed but most...

SRCRF gained 0.93% with modestly above-average volume. Peers were mixed but mostly positive, including WLBMF up 29.34% and ONXGF up 5%, while YMMCF fell 19.68%, suggesting a stock-specific reaction within a generally constructive gold space.

Historical Context

5 past events · Latest: Dec 03 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Deferred payment receipt	Positive	-1.7%	Receipt of first <b>US$750,000</b> escrow payment and corporate secretary change.
Nov 24	Drill results update	Positive	+4.6%	Multiple mineralized intercepts supporting near-resource expansion at Manhattan.
Nov 11	Exploration targets	Positive	+1.6%	Identification of <b>19</b> high-potential targets and confirmation of funded drill program.
Oct 27	Conference participation	Positive	-5.7%	Investor conference and roadshow to showcase drill program and resource estimate.
Oct 23	Technical report filing	Positive	-0.9%	Filing of NI 43-101 Technical Report with maiden inferred resource at Manhattan.

Pattern Detected

News is generally positive, but price reactions have been mixed, with several positive operational updates followed by negative or muted moves.

Recent Company History

This announcement adds to a series of 2025 milestones for Scorpio Gold. Recent news included drilling results with intercepts such as 24.67 m @ 1.85 g/t Au and an NI 43-101 Technical Report outlining an inferred resource of 740,000 oz Au at 1.26 g/t. The company also highlighted a fully funded 50,000 m drill program and conference outreach. Today’s receipt of US$750,000 from the Mineral Ridge sale further strengthens the treasury supporting Manhattan exploration.

Market Pulse Summary

This announcement confirms receipt of a first deferred payment of US$750,000 from a US$7,500,000 ass...

Analysis

This announcement confirms receipt of a first deferred payment of US$750,000 from a US$7,500,000 asset sale, with further US$750,000 and US$1,000,000 payments expected under the escrow schedule. The company highlights that this strengthens its treasury for a planned 50,000‑metre Manhattan drill program. Recent technical reports and drilling results provide additional context, while governance changes underscore ongoing attention to public company administration and compliance.

Key Terms

escrow, indemnification holdback, arm's length purchaser, corporate governance, +1 more

5 terms

escrow financial

"US$1,500,000 was placed into escrow as an indemnification holdback"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

indemnification holdback financial

"US$1,500,000 was placed into escrow as an indemnification holdback"

An indemnification holdback is a portion of a deal’s price that the buyer keeps or places in escrow after closing to cover any future losses if the seller breached representations, warranties, or other promises. It matters to investors because it affects how much cash the seller receives immediately, creates a safety net for the buyer against unexpected liabilities, and changes the timing and risk of potential payouts — similar to keeping part of a payment until any problems are resolved.

arm's length purchaser financial

"sale of its wholly-owned subsidiary ... to an arm's length purchaser"

An arm's length purchaser is an independent buyer who negotiates and pays a market-based price without special ties or influence from the seller. Like buying a car from a stranger rather than a family member, this kind of transaction is meant to reflect a fair, open-market value. Investors pay attention because arm's length deals reduce the risk of hidden subsidies or conflicts of interest, making valuations, deal terms and financial statements more reliable.

corporate governance financial

"Ms. Sharma brings extensive corporate governance and public company administration"

Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.

continuous disclosure compliance regulatory

"overseeing continuous disclosure compliance, managing corporate records"

An ongoing legal duty for publicly traded companies to quickly share any information a reasonable investor would consider important for buying or selling the stock. It matters to investors because timely, equal access to material news keeps the market fair, helps people make informed decisions, and reduces the risk of surprise price swings or regulatory penalties. Think of it like a scoreboard that must be updated for everyone at once so no one gains an unfair advantage.

AI-generated analysis. Not financial advice.

Vancouver, British Columbia--(Newsfile Corp. - December 3, 2025) - Scorpio Gold Corp. (TSXV: SGN) (OTCQB: SRCRF) (FSE: RY9) ("Scorpio Gold", or the "Company") announces that it has received the first deferred payment from the previously completed sale of its wholly-owned subsidiary, Mineral Ridge Gold, LLC ("MRG"), to an arm's length purchaser.

As disclosed in Scorpio Gold's news releases dated July 24, 2025 and August 25, 2025, the aggregate consideration for the sale of MRG totalled US$7,500,000, of which US$1,500,000 was placed into escrow as an indemnification holdback, to be released in two equal tranches on the three-month and nine-month anniversaries of closing.

The Company confirms that all conditions for the first scheduled release have been satisfied and that US$750,000, representing 50% of the escrowed funds, has now been released from escrow and paid to Scorpio Gold.

The remaining US$750,000 is expected to be released on the nine-month anniversary of closing, subject to the terms of the escrow agreement. Scorpio Gold also expects to receive the final US$1,000,000 payment on the 12-month anniversary of closing, as previously disclosed.

"The initial escrow release from the sale of Mineral Ridge reinforces our balance sheet and further contributes to Scorpio's already strong treasury position as we ramp up our currently underway 50,000-metre drill program that aims to step out and expand the scale of the Manhattan District With a fortified treasury and a clear exploration mandate, we are moving into 2026 with the ability to advance Manhattan aggressively and with conviction," said Zayn Kalyan, CEO and Director of Scorpio Gold.

Corporate Secretary Change

The Company also announces that Diana Mark is retiring from her role as Corporate Secretary of Scorpio Gold, effective December 3, 2025. The Board of Directors extends its sincere appreciation to Mrs. Mark for her dedicated service and meaningful contributions to the Company.

Stephanie Sharma has been appointed Corporate Secretary of Scorpio Gold, effective December 3, 2025.

Ms. Sharma brings extensive corporate governance and public company administration experience, with a career covering TSX-, CBOE-, TSXV-, and CSE-listed issuers across the mining, technology, and financial services sectors. She has held progressively senior roles supporting boards of directors, overseeing continuous disclosure compliance, managing corporate records, and coordinating corporate filings across Canadian and U.S. jurisdictions.

About the Manhattan District

Manhattan, located north of the Walker Lane Trend of Nevada, USA, is road accessible and lies approximately 20 kilometers south of the operating Round Mountain Gold Mine, which has produced more than 15 million ounces of gold.* For the first time, the Company has consolidated the project's past-producing mines under a single entity that holds valuable permitting and water rights. Historically, Manhattan has produced approximately 700,000 ounces of gold from high-grade placer and lode operations dating from the late 1890s through to the mid-2000s.¹ The maiden mineral resource estimate covering the Goldwedge and Manhattan Pit areas of the project is comprised of 18,343,000 tonnes grading 1.26 g/t gold, for a total of 740,000 oz contained gold in the inferred category.²

A historical mineral resource estimate (the "Historical MRE") covers the Black Mammoth, April Fool, Hooligan, Keystone, and Jumbo areas of Manhattan and comprises 1,652,325 tonnes grading 5.89 g/t gold, for a total of 303,949 oz contained gold.**³ The deposit is interpreted as a low-sulfidation, epithermal, gold-rich system situated adjacent to the Tertiary-aged Manhattan caldera in the Southern Toquima Range of Nevada.

*Data and results from adjacent or nearby properties, including the Round Mountain Mine, are not necessarily indicative of mineralization on the Manhattan Project.

**The Company considers this historical estimate relevant, as it demonstrates the presence of significant gold mineralization across multiple zones within the district; however, its reliability is uncertain because it was prepared prior to the adoption of current CIM Definition Standards and modern QA/QC practices. The original historical estimate report provides limited disclosure of assumptions, parameters, estimation methods, cutoff grades, and QA/QC protocols, and therefore these cannot be fully verified by the Company. The categories used in the historical estimate predate, and are not directly comparable to, current CIM Definition Standards (2014), and the Company is not treating the historical estimate as a current mineral resource.

To upgrade and verify the Historical MRE to a current mineral resource, the Company would be required to undertake confirmatory drilling, modern QA/QC sampling, validation and digitization of historical datasets, and updated geological modeling followed by preparation of a new resource estimate in accordance with CIM Definition Standards and NI 43-101.

1. Strachan, D. G., and Master, T. D., 2005: Update and Revision of the Gold Wedge Project Development, Nye County, Nevada; Royal Standard Minerals, Inc.
2. Dumala, M. R., and Lowry, P., 2025: Mineral Resource Estimate and NI 43-101 Technical Report, Manhattan Property, Nye County, Nevada, Scorpio Gold Corp.
3. A. Berry and P. Willard, 1997. "Exploration and Pre-Production Mine Development, Manhattan District Project, Nye County", a report prepared by New Concept Mining, Inc.

Qualified Person

The scientific and technical information in this news release has been reviewed, verified and approved by Leo Hathaway, P. Geo., Chief Geologist of Scorpio Gold, a "Qualified Person", as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Verification included review of laboratory certificates, review of field logs and chain-of-custody records, inspection of blank/standard/duplicate performance, and review of collar and down-hole survey data. No limitations or failures to verify were identified.

About Scorpio Gold Corp.

Scorpio Gold holds a 100% interest in the Manhattan District 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 news release dated March 25, 2021). The consolidated Manhattan District presents an exciting late-stage exploration opportunity, with over 140,000 metres of historical drilling, significant resource potential, and valuable permitting and water rights.

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.

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) (OTCQB: SRCRF) (FSE: RY9)

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this news release include, among others, statements respecting release of the second 50% of the escrowed funds, the final US$1,000,000 payment on the 12-month anniversary of closing, the Company's anticipated 50,000-metre drill program and the scope and aims of same and the Company's ability to advance Manhattan aggressively and with conviction, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276676

FAQ

How much did Scorpio Gold (SRCRF) receive from the first escrow release on December 3, 2025?

Scorpio Gold received US$750,000, equal to 50% of the US$1,500,000 escrowed holdback.

What total sale proceeds were disclosed for the Mineral Ridge sale by Scorpio Gold (SRCRF)?

The aggregate consideration for the Mineral Ridge sale was US$7,500,000.

When does Scorpio Gold (SRCRF) expect the remaining escrowed funds from the Mineral Ridge sale?

The remaining US$750,000 is expected on the nine‑month anniversary; US$1,000,000 is expected on the 12‑month anniversary.

How will the US$750,000 payment affect Scorpio Gold’s exploration plans (SRCRF)?

The company says the payment strengthens its treasury to support the ongoing 50,000‑metre Manhattan District drill program.

Who became Corporate Secretary of Scorpio Gold effective December 3, 2025 (SRCRF)?

Stephanie Sharma was appointed Corporate Secretary effective December 3, 2025.

Who retired as Corporate Secretary of Scorpio Gold on December 3, 2025 (SRCRF)?

Diana Mark retired from her role as Corporate Secretary effective December 3, 2025.