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Scorpio Gold Corp, a British Columbia corporation, filed a new notice of an exempt offering of securities in the United States under Rule 506(b) of Regulation D. The company is offering equity securities and reports a total amount sold of $35,505 USD, with $0 USD remaining to be sold.
The amount was calculated using a Bank of Canada exchange rate of CAD$1.00:USD$0.7101 as of July 23, 2026. The first sale occurred on July 23, 2026. No finders’ fees are reported, with finders’ fees disclosed as $0 USD. The issuer declined to disclose its revenue or net asset size.
Scorpio Gold Corp. intends to pursue a listing of American Depositary Shares (ADSs) on the Nasdaq Capital Market, using an ADS program rather than listing its common shares directly. The company currently expects each ADS to represent approximately 20 common shares, with a U.S. depositary bank administering the program under a customary deposit agreement and filing a Form F-6 to register the ADSs.
The common shares are expected to continue trading on the TSX Venture Exchange, while the ADSs would trade on Nasdaq, a structure the company says should preserve its existing Canadian share capital without a reverse split. To facilitate the potential listing and related issuances, Scorpio Gold has filed a short form base shelf prospectus in Canada and a corresponding Form F-10 registration statement in the United States. The proposed Nasdaq listing remains subject to Nasdaq’s initial listing requirements, regulatory approvals and customary processes, and there is no assurance the listing will be completed. Scorpio Gold also highlights its 100% interest in the ~4,780-hectare Manhattan District in Nevada, including the advanced exploration-stage Goldwedge Mine with a 400 ton per day mill, four past-producing pits and over 140,000 metres of historical drilling as a late-stage exploration opportunity.
Scorpio Gold Corporation completed an upsized best efforts public equity offering of 43,200,000 common shares at C$0.25 per share for aggregate gross proceeds of C$10,800,000. The financing followed an initial plan for up to 32,000,000 shares (C$8,000,000), later increased to up to 40,000,000 shares (C$10,000,000).
The company paid the agents an aggregate cash commission of $613,500 and issued 2,454,000 non-transferable broker warrants, each exercisable at $0.25 per share for 24 months. Net proceeds are allocated to exploration activities at the Manhattan Property in Nevada and to general corporate and working capital purposes. The offering was conducted via a Canadian base shelf prospectus and prospectus supplement and remains subject to final TSX Venture Exchange acceptance.
Scorpio Gold Corp. reports new Phase Two diamond drilling results from the Manhattan District Project in Nevada. A total of 102 holes have been drilled for 28,939 m; assays are reported for 99 holes totaling 27,793 m, with 3 holes and 1,146 m pending.
At the Goldwedge target, hole 26MN-110 returned 2.05 g/t gold over 97.99 m from 64.16 m, including 18.19 g/t over 3.17 m, 11.41 g/t over 4.57 m, and 8.98 g/t over 7.32 m. Other notable intervals include Zanzibar Trend hole 26MN-090 with 16.47 g/t over 2.35 m, and historic underground hole GWUG-11-11 with 8.59 g/t over 6.1 m, including 33.13 g/t over 1.52 m. Manhattan hosts a maiden inferred mineral resource of 18,343,000 tonnes grading 1.26 g/t gold for 740,000 oz, plus a separate historical estimate of 1,652,325 tonnes at 5.89 g/t for 303,949 oz that is not treated as current.
Scorpio Gold Corporation filed a short form base shelf prospectus on Form F-10 registering up to $100,000,000 of securities to be issued from time to time over a 25‑month period. The shelf covers Common Shares, Warrants, Subscription Receipts, Debt Securities, Depositary Shares and Units, and may include offerings by selling securityholders.
The prospectus states 302,964,194 Common Shares issued and outstanding as of the date of the prospectus and lists recent trading prices: TSXV close $0.31 (July 3, 2026), OTCQB close US$0.21 (July 2, 2026) and Frankfurt close €0.174 (July 3, 2026). The company reported $499,477 of indebtedness and summarizes prior private financings and use-of-proceeds practices. Specific offering terms, proceeds treatment, and distribution methods will be provided in subsequent prospectus supplements.