Scorpio Gold flags going concern, raises C$10.8M
Scorpio Gold Corp (SRCRF) filed interim IFRS financials for the six months ended June 30, 2026, showing no revenue and a net loss of $3.1 million versus $2.4 million a year earlier.
Rhea-AI Filing Summary
Scorpio Gold Corp (SRCRF) filed interim IFRS financials for the six months ended June 30, 2026, showing no revenue and a net loss of $3.1 million versus $2.4 million a year earlier. The higher loss mainly reflects a large jump in share-based compensation to $1.9 million and increased general and administrative expenses.
Cash and equivalents fell to $2.6 million from $8.3 million at December 31, 2025, and working capital declined to $1.4 million. Management states these funds will not finance currently planned operations for the next 12 months and discloses material uncertainties that may cast significant doubt on the company’s ability to continue as a going concern.
The company continued to focus on the Goldwedge/Manhattan projects, capitalizing $8.4 million of exploration spending and increasing mineral properties to $18.0 million. After period-end, on July 23, 2026, Scorpio Gold closed a public offering of 43.2 million shares at C$0.25 for gross proceeds of C$10.8 million, plus 2.45 million broker warrants, strengthening liquidity.
Positive
- C$10.8 million equity financing closed July 23, 2026 via a public offering of 43,200,000 shares at C$0.25, providing additional liquidity to support exploration and working capital.
- $8.4 million in exploration expenditures capitalized on the Manhattan project in six months, increasing mineral properties to $18.0 million and reflecting active advancement of the Goldwedge/Manhattan assets.
Negative
- Management reports material uncertainties that may cast significant doubt on the company’s ability to continue as a going concern, as June 30, 2026 working capital of $1.4 million is not expected to fund planned operations for the next 12 months.
- Cash and equivalents declined from $8.3 million at December 31, 2025 to $2.6 million at June 30, 2026, while the six‑month net loss widened to $3.1 million, indicating significant cash burn.
- Non‑cash share-based compensation rose to $1.9 million for the six months, materially increasing reported expenses and reflecting a substantial expansion of options and RSUs outstanding.
Filing Explained
Contingent share issuance could reduce existing holders’ percentage ownership if awards vest or warrants and options are exercised.
As of the
The filing also reports
The
The Manhattan Mill sale was completed on
The stated warrant milestones are
Key Figures
Key Terms
going concern financial
net smelter returns royalty financial
reclamation deposits financial
provision for environmental rehabilitation financial
Earnings Snapshot
FAQ
How did Scorpio Gold Corp (SRCRF) perform financially in the six months ended June 30, 2026?
What is Scorpio Gold Corp’s (SRCRF) liquidity and working capital position as of June 30, 2026?
What going concern risk did Scorpio Gold Corp (SRCRF) disclose?
How much did Scorpio Gold Corp (SRCRF) invest in exploration in the first half of 2026?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission
File Number:
(Registrant)
Suite 750, 1095 West Pender Street
Vancouver, British Columbia, Canada V6E 2M6
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
INCORPORATION BY REFERENCE
Exhibits 99.1, 99.2, 99.3, and 99.4 included with this Report on Form 6-K are hereby incorporated by reference into the Company's Registration Statement on Form F-10 (File No. 333-297311) and shall be deemed to be a part thereof from the date on which this report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SCORPIO GOLD CORP. | ||
| (Registrant) | ||
| Date August 31, 2026 | By | /s/ Zayn Kalyan |
| Zayn Kalyan | ||
| Chief Executive Officer, President and Director | ||
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Unaudited Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2026 | |
| 99.2 | Management’s Discussion and Analysis for the six-month period ended June 30, 2026 | |
| 99.3 | Certification of Interim Filings CEO dated August 27, 2026 | |
| 99.4 | Certification of Interim Filings CFO dated August 27, 2026 |
Exhibit 99.1
Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2026
(UNAUDITED)
(Expressed in US dollars)
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
The accompanying unaudited consolidated interim financial statements of Scorpio Gold Corporation for the six months ended June 30, 2026 have been prepared by the management of the Company and approved by the Company’s Audit Committee and the Company’s Board of Directors.
The accompanying unaudited consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
Scorpio Gold Corporation
Condensed Consolidated Interim Statements of Financial Position (Unaudited)
(Expressed in United States Dollars)
| As at | June 30, | December 31, | |
| 2026 | 2025 | ||
| Note(s) | $ | $ | |
| ASSETS | |||
| Current assets | |||
| Cash and equivalents | |||
| Receivables | |||
| Other receivable | 5 | ||
| Prepaid expenses | |||
| Non-current assets | |||
| Reclamation deposits | 6 | ||
| Long-term receivable | |||
| Investments | |||
| Exploration advance | |||
| Property, plant and equipment | 7 | ||
| Mineral properties | 8 | ||
| TOTAL ASSETS | |||
| LIABILITIES | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 14 | ||
| Loans payable | 9 | ||
| Non-current liabilities | |||
| Provision for environmental rehabilitation | 10 | ||
| TOTAL LIABILITIES | |||
| SHAREHOLDERS' EQUITY | |||
| Share capital | 11 | ||
| Foreign currency translation reserve | |||
| Restricted share units | 11 | ||
| Reserves | 11 | ||
| Warrants | 11 | ||
| Accumulated deficit | ( |
( | |
| TOTAL SHAREHOLDERS’ EQUITY | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Nature of operations and going concern | 1 | ||
| Events subsequent to the reporting period | 19 |
These unaudited condensed consolidated interim financial statements were approved for issue by the Board of Directors and signed on its behalf by:
| /s/Ian Dawson Director | /s/ Zayn Kalyan Director |
See accompanying notes to these unaudited condensed consolidated interim financial statements.
Scorpio Gold Corporation
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss) (Unaudited)
(Expressed in United States Dollars)
| For the three months ended | For the six months ended | ||||
| June 30, | June 30, | June 30, | June 30, | ||
| 2026 | 2025 | 2026 | 2025 | ||
| Note(s) | $ | $ | $ | $ | |
| Expenses | |||||
| Care and maintenance | 12 | ||||
| Depreciation | 7 | ||||
| Finance income | ( |
( |
( |
( | |
| Finance costs | 10 | ||||
| Foreign exchange loss (gain) | ( |
( |
( | ||
| General and administrative expenses | 13 | ||||
| Share-based compensation | 11 | ||||
| Gain on disposal of fixed assets | 7 | ( |
( |
( |
( |
| Net income (loss) for the period | ( |
( |
( |
( | |
| Exchange difference on translating foreign operations | ( |
( |
|||
Comprehensive income (loss)
for the period |
( |
( |
( |
( | |
| Basic and diluted income (loss) per common share for the period | |||||
| Basic and diluted Weighted average number of common shares outstanding | |||||
See accompanying notes to these unaudited condensed consolidated interim financial statements.
Scorpio Gold Corporation
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (unaudited)
(Expressed in United States Dollars)
| Share capital | Restricted share units | Warrant reserve | Reserves | Foreign currency translation reserve | Accumulated deficit | TOTAL | ||
| # | $ | $ | $ | $ | $ | $ | $ | |
| Balance as of December 31, 2024 | ( |
|||||||
| Shares issued for cash - private placement |
|
|||||||
| Share issue costs | — | ( |
( | |||||
| Fair value of finders’ warrants | — | ( |
||||||
| Shares issued on exercise of warrants | ( |
|||||||
| Shares issued for debt settlement | ||||||||
| Share-based compensation | — | |||||||
| Loss and comprehensive loss | — | ( |
( | |||||
| Balance as of June 30, 2025 | ( |
|||||||
| Shares issued for cash - private placement |
|
|||||||
| Share issue costs | — | ( |
( | |||||
| Shares issued on exercise of warrants | ( |
|||||||
| Shares issued on restricted share units | ( |
|||||||
| Share-based payments | — | |||||||
| Income and comprehensive income | — | |||||||
| Balance as of December 31, 2025 | ( |
|||||||
| Shares issued on exercise of warrants | ( |
|||||||
| Shares issued on exercise of options | ( |
|||||||
| Shares issued for mineral property | ||||||||
| Share-based compensation | — | |||||||
| Loss and comprehensive loss | — | ( |
( |
( | ||||
| Balance as of June 30, 2026 | ( |
|||||||
See accompanying notes to these unaudited condensed consolidated interim financial statements.
Scorpio Gold Corporation
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in United States Dollars)
| For the six months ended | |||
| June 30, | June 30, | ||
| 2026 | 2025 | ||
| $ | $ | ||
| OPERATING ACTIVITIES | |||
| Net loss | ( |
( | |
| Depreciation | |||
| Finance income | ( |
( | |
| Unwinding of discount of provision for environmental rehabilitation | |||
| Share-based compensation | |||
| Write-down of assets | ( |
( | |
| Net changes in non-cash working capital items: | |||
| Accounts receivable | ( | ||
| Prepaid expenses | |||
| Accounts payable and accrued liabilities | ( |
( | |
| Cash flow used in operating activities | ( |
( | |
| INVESTING ACTIVITIES | |||
| Acquisition costs on exploration and evaluation assets | ( |
( | |
| Purchase of capital assets | ( |
( | |
| Proceeds from disposal of property, plant and equipment | |||
| Proceeds from disposal of subsidiary | |||
| Cash flow used in investing activities | ( |
( | |
| FINANCING ACTIVITIES | |||
| Proceeds on issuance of shares, net of cash issuance costs | |||
| Proceeds on warrants exercised | |||
| Proceeds on options exercised | |||
| Repayment on loan payable, net of transaction costs | ( | ||
| Cash flow provided by financing activities | |||
| Increase (decrease) in cash | ( |
||
| Cash, beginning of period | ( |
( | |
| Foreign exchange on translation | |||
| Cash, end of period | |||
| Supplemental cash flow information | 15 | ||
See accompanying notes to these unaudited condensed consolidated interim financial statements.
Scorpio Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
| 1. | Nature of operations and going concern |
Scorpio Gold Corporation (the “Company” or “Scorpio”) is a publicly traded company incorporated under the laws of the Province of British Columbia. The Company’s shares are listed on the TSX Venture Exchange (“TSX-V”) and trade under the symbol SGN. The corporate office of the Company is located at Suite 750 – 1095 West Pender Street Vancouver, British Columbia V6E 2M6. The Company and its subsidiaries conduct mineral exploitation, exploration and development activities in the United States of America (“USA”).
These
unaudited condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the
Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future.
As at June 30, 2026, the Company had a working capital of $
These unaudited condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.
The unaudited condensed consolidated interim financial statements of the Company for the six months ended June 30, 2026 were approved by the Board of Directors on August 27, 2026.
| 2. | basis of preparation |
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting. They do not include all of the information required for full annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements as at December 31, 2025 and for the fiscal year then ended, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).
The policies set out below were consistently applied to all periods presented unless otherwise noted below.
These condensed consolidated interim financial statements have been prepared on a historical cost basis except for financial instruments carried at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Basis of preparation
These condensed consolidated interim financial statements, including comparatives, have been prepared on the basis of IFRS standards that are published at the time of preparation and that are effective on June 30, 2026.
These condensed consolidated interim financial statements include the accounts of the Company and its Canadian subsidiary, Scorpio Gold BC Holding Corp. (formerly “Altus Gold Corp.” “Altus”), and its USA based wholly-owned subsidiaries, Scorpio Gold (US) Corporation (“Scorpio US”) and Goldwedge LLC (“Goldwedge”).
Page 7 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
| 2. | BASIS OF PREPARATION (continued) |
Basis of consolidation
Control exists when the Company has the power over its investees, is exposed or has rights to variable returns from its involvement with the investee; and has the ability to use its power to affect its returns. The financial statements of subsidiaries are included in the condensed consolidated interim financial statements from the date that control commences until the date that control ceases. Profit and loss and each component of other comprehensive income are attributed to the shareholders of the Company and to the non-controlling interest.
All intercompany accounts, revenues and expenses transactions have been eliminated.
All subsidiaries have a reporting date of December 31.
Foreign currency translation
Functional and presentation currency
The condensed consolidated interim financial statements are presented in United States dollar (“$”). The functional currency of the parent company, Scorpio and its Canadian subsidiary, Altus, are measured using the currency of the primary economic environment in which Scorpio and Altus operate (“the functional currency”), which is the Canadian dollar (“C$”). These condensed consolidated interim financial statements have been translated to the US$ in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates. This standard requires that assets and liabilities be translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period).
Transactions and balances
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each statement of financial position date, monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. Non-monetary assets and liabilities that are stated at fair value are translated using the historical rate on the date that the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.
Page 8 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
| 3. | SIGNIFICANT MANAGEMENT JUDGMENTS AND ESTIMATES |
The preparation of condensed consolidated interim financial statements in conformity with IFRS requires the Company’s management to make judgements, estimates and assumptions about future events that affect the amounts reported in the condensed consolidated interim financial statements and related notes to the condensed consolidated interim financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates.
Information about critical judgements and estimates in applying accounting policies that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:
| ● | Critical judgements |
Capitalization of mineral property costs and determination of economic viability of a project
Management has determined that exploration, development and evaluation costs incurred which were capitalized have future economic benefits. Management uses several criteria in its assessment of economic recoverability and probability of future economic benefit including geological and metallurgical information, accessible facilities, existing permits and life of mine plans.
| ● | Estimates |
Asset carrying values and impairment
The Company performs impairment testing when impairment indicators are present. In the determination of carrying values and impairment charges, management considers the recoverable amount which is the greater of fair value less costs of disposal and value in use in the case of mining assets. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.
Mineral reserve estimates
The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Differences between management’s assumptions including economic assumptions such as metal prices and market conditions could have a material effect in the future on the Company’s financial position and results of operations.
Page 9 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
3. SIGNIFICANT MANAGEMENT JUDGMENTS AND ESTIMATES (continued)
| ● | Estimates (continued) |
Share-based payments
Estimating the fair value of share-based payments requires determining the most appropriate valuation model, which is dependent on the terms and conditions at the grant of the share-based incentives. This estimate also requires determining the most appropriate inputs to the valuation model including the expected rate of forfeitures, expected life, price volatility, interest rate and dividend yield. Changes in the input assumptions can significantly affect the fair value estimate of the Company’s earnings and reserves.
Recognition of deferred taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.
Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates may occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses unrecognized deferred income tax assets.
Estimation of environmental rehabilitation and the timing of expenditure and related accretion
The Company’s provision for environmental rehabilitation represents management’s best estimate of the present value of the future cash outflows required to settle estimated reclamation and closure costs at the end of mine’s life. The provision reflects estimates of future costs, inflation and assumptions of risks associated with the future cash outflows, and the applicable interest rates for discounting the future cash outflows. Changes in the above factors can result in a change to the provision recognized by the Company.
Changes to the provision for environmental rehabilitation are recorded with a corresponding change to the carrying amounts of related mining properties. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.
Estimation of present value of other receivable
The Company estimates a market interest rate in determining the present value of other receivable to be received in one year. The determination of market interest rate is subjective and could significantly affect the fair value estimate.
4. MATERIAL ACCOUNTING POLICY INFORMATION
These condensed interim consolidated financial statements have been prepared using accounting policies consistent with those used in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
Page 10 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
5. SALES OF MINERAL RIDGE GOLD, LLC
On July 16, 2025, the Company, through its wholly-owned subsidiary, Scorpio US, entered into a definitive agreement (the "Agreement") with an arm’s length third party (the “Purchaser"), for the sale of MRG, a wholly-owned subsidiary of Scorpio US (the “Transaction”).
On
August 25, 2025, the Transaction was closed. As at August 25, 2025, the Company measured the present value of the $
The
sales of MRG resulted in a gain of $
| $ | |
| Carrying amounts of net liabilities over which control was lost: | |
| Assets | |
| Prepaid expenses | |
| Reclamation deposits (Note 6) | |
| Property, plant and equipment (Note 7) | |
| Total assets | |
| Liabilities | |
| Accounts payable and accrued liabilities | ( |
| Provision for environmental rehabilitation (Note 10) | ( |
| Total liabilities | ( |
| Net liabilities disposed | ( |
| Consideration | |
| Cash received | |
| Other receivable | |
| Transaction costs | ( |
| Working capital adjustments | |
| Total consideration | |
| Gain on disposal of MRG |
Page 11 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
6. Reclamation deposits
| $ | |
| Balance as of December 31, 2024 | |
| Finance income | |
| Release on sale of Mineral Ridge (Note 5) | ( |
| Balance as of December 31, 2025 | |
| Finance income | |
| Balance as of June 30, 2026 |
On
August 25, 2025, the Company disposed of MRG (Note 5). Pursuant to the agreement, the Company paid $
During
the year ended December 31, 2025, the Nevada Division of Environmental Protection (“NDEP”) reviewed and revised their
estimate of reclamation costs at Goldwedge which is used to determine the required surety in place. This revised estimate required
the Company to increase the surety to $
7. Property, plant and equipment
The Company’s property, plant and equipment is broken down as follows:
| Buildings | Equipment | Vehicles | Computer | Total | |
| $ | $ | $ | $ | $ | |
| COST | |||||
| As of December 31, 2024 | |||||
| Addition | |||||
| Recovery | |||||
| Disposal | ( |
( | |||
| Sale of Mineral Ridge (Note 5) | ( |
( |
( |
( |
( |
| As of December 31, 2025 | |||||
| Addition | — | — | — | ||
| Disposal | — | ( |
— | — | ( |
| As of June 30, 2026 | |||||
| ACCUMULATED DEPRECIATION | |||||
| As of December 31, 2024 | ( |
( |
( |
( |
( |
| Addition | ( |
( |
( |
( | |
| Sale of Mineral Ridge (Note 5) | |||||
| As of December 31, 2025 | ( |
( |
( |
( |
( |
| Addition | ( |
( |
( |
( | |
| Disposal | |||||
| As of June 30, 2026 | ( |
( |
( |
( |
( |
| Net book value as of June 30, 2026 | |||||
| Net book value as of December 31, 2025 |
Page 12 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
7. PROPERTY, PLANT AND EQUIPMENT (continued)
During
the year ended December 31, 2025, the Company purchased $
On August 25, 2025, the Company disposed Mineral Ridge (Note 5) which holds property, plant and equipment with a net book value of $3,285,680.
During
the six months ended June 30, 2026, the Company purchased $
Sales of Mill
In February 2026, the Company’s wholly-owned subsidiary, Goldwedge, entered into an asset purchase agreement (the "Agreement") with Manhattan Metals Corp. ("Manhattan Metals") pursuant to which Goldwedge has agreed to sell the assets comprising its Manhattan Mill (the "Mill") in Nye County, Nevada (the "Sale Transaction").
The Manhattan Mill is a permitted mineral processing facility located on patented mining claims in the historic Manhattan mining district of Nye County, Nevada.
This Sale Transaction is an at arm’s length as William Sheriff, a director of the Company, is also a director of Manhattan Metals. However, this transaction is not considered as a related party transaction.
8. Mineral properties
The Company’s mineral properties are broken down as follows:
| $ | |
| Goldwedge | |
| Balance as of December 31, 2024 | |
| Land acquisition | |
| Staking costs | |
| Change of estimation of environmental rehabilitation liabilities (Note 10) | |
| Exploration expenditure (see below) | |
| Balance as of December 31, 2025 | |
| Cash paid | |
| Shares issued | |
| Land purchase | |
| Exploration expenditure (see below) | |
| Balance as of June 30, 2026 |
Page 13 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
8. MINERAL PROPERTIES (continued)
Goldwedge Manhattan Project
In
March 2021, the Company completed an acquisition of the Manhattan project located in Nye County, Nevada and situated adjacent
and proximal to the Company’s Goldwedge property. In consideration, the Company paid $
During
the year ended December 31, 2025, the Company reassessed the environmental rehabilitation liability and increased its estimation
by $
Betty East Property option agreement
| ● |
| ● |
| ● |
| ● |
| ● |
| ● |
Page 14 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
8. MINERAL PROPERTIES (continued)
Exploration expenses
During the six months ended June 30, 2026 and the year ended December 31, 2025, the Company capitalized the following exploration expenditures on the Manhattan project:
| Six months ended June 30, 2026 | Year ended December 31, 2025 | |||||||
| Exploration expenditure | ||||||||
| Assay | $ | $ | ||||||
| Data | ||||||||
| Drilling | ||||||||
| Field and logic | ||||||||
| Fuel | ||||||||
| General and administration and supplies | ||||||||
| Geological | ||||||||
| Metallurgical | ||||||||
| Site access and maintenance | ||||||||
| Permits, licenses, property tax | ||||||||
| Total | $ | $ | ||||||
9. LoanS payable
| June 30, 2026 | December 31, 2025 | |
| $ | $ | |
| Balance, opening | ||
| Repayments – cash | ( | |
| Effect of movements on exchange rates | ( |
|
| Balance, closing |
a)
In October 2021, the Company entered into an unsecured non-interest-bearing credit facility agreement with certain directors of
the Company. Pursuant to the agreement, the Company may draw advances up to $
b)
On August 2, 2024, the Company entered into a short-term loan with an arm’s length third party for proceeds of C$
c)
During the year ended December 31, 2023, the Company received a short-term non-interest-bearing loan from a former director of
the Company for an amount of $
d)
During the year ended December 31, 2024, the Company received $
Page 15 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
10. Provision for environmental rehabilitation
The provision for environmental rehabilitation consists of mine closure, reclamation and retirement obligations for mine facilities and infrastructure. The Company has recorded the following provision for environmental rehabilitation.
| June 30, 2026 | December 31, 2025 | |
| $ | $ | |
| Opening | ||
| Unwinding discount | ||
| Change in estimate | ||
| Disposal of Mineral Ridge (Note 5) | ( | |
| Ending | ||
| Current | ||
| Non-current | ||
| Ending |
The
total undiscounted amount of estimated cash flows required to settle the provision for environmental rehabilitation at Mineral
Ridge is approximately $
The
total undiscounted amount of estimated cash flows required to settle the provisions for environmental rehabilitation at Goldwedge
is approximately $
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
At June 30, 2026, the Company had common shares (December 31, 2025 – ) issued and outstanding with a value of $ (December 31, 2025 – $).
During the six months ended June 30, 2026
| ● | During
the six months ended June 30, 2026, the Company issued shares pursuant to warrant exercise for total proceeds of $
(C$). The Company also transferred the fair value of the exercised warrants of $ |
| ● | During the six months ended June 30, 2026, the Company issued shares pursuant to option exercise for total proceeds of $ (C$). The Company also transferred the fair value of the exercised options of $ (C$) from reserves to share capital. |
Page 16 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
11. Share capital and reserves (continued)
| ● | On January 12, 2026, the Company issued shares pursuant to the East Betty Option agreement (Note 8) at a value of $ (C$). |
During the year ended December 31, 2025
| ● | In
April 2025, the Company completed a non-brokered private placement for a total of
shares at a price of C$ for gross proceeds of $ (C$). The Company
paid finders’ fees of $ |
| ● | On April 2, 2025, the Company issued shares to a creditor at a value of C$ per share to settle debts of $. |
| ● | On
September 3, 2025, the Company completed a non-brokered private placement for a total
of shares at a price of C$ for gross proceeds of $ (C$).
The Company incurred finders’ fees of $ |
| ● | On October 30, 2025, the Company issued shares pursuant to the vesting of RSUs. |
| ● | During
the year ended December 31, 2025, the Company issued shares pursuant to warrant exercise for a total proceed of $
(C$). The Company also transferred the fair value of the exercised warrants of $ |
Warrant reserves
The changes in warrants during the six months ended June 30, 2026 and the year ended December 31, 2025 are as follows:
| June 30, 2026 | December 31, 2025 | |||
| Number outstanding | Weighted average exercise price (C$) | Number outstanding | Weighted average exercise price (C$) | |
| Balance, opening | ||||
| Finders’ warrants | ||||
| Exercised | ( |
( |
||
| Expired | ( |
( |
||
| Balance, closing | ||||
Page 17 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
11. Share capital and reserves (continued)
Warrant reserves (continued)
The fair value of the finders’ warrants issued in year ended December 31, 2025 was determined using the Black-Scholes option price modelling with the following assumptions:
Year ended December 31, 2025 |
Finder’s warrants | |
| Average stock price (C$) | ||
| Average exercise price (C$) | ||
| Average risk-free interest rate (%) | ||
| Expected life (years) | ||
| Expected volatility (%) | ||
| Expected dividends (C$) |
The following summarizes information about warrants outstanding and exercisable at June 30, 2026:
| Expiry date | Exercise price (C$) | Warrants outstanding and exercisable |
| October 30, 2026 | ||
| December 13, 2026 | ||
| Weighted average exercise price (C$) | ||
| Weighted average remaining contractual life | ||
Equity incentive plan
The Company adopted an Equity Incentive Plan (the “Plan”) on May 20, 2024 and then amended on April 24, 2026. Under the Plan, the Company can grant options, deferred share units, performance share units, restricted share units, securities for services, stock appreciation right, stock purchase plan, and other stock-based awards, which may be denominated or settled in shares, cash, or in other forms. The maximum number of shares available for issuance under the Plan shall not exceed 10% of the issued and outstanding shares from time to time when taken together with all other stock-based compensation arrangements of the Company.
Options
Under the Plan, the Company may, from time to time, grant options to directors, officers, employees and consultants. The term of the option grants is up to ten years. The vesting terms are at the discretion of the board of directors. The maximum number of common shares reserved for issue shall not exceed 10% of the total number of common shares issued and outstanding as at the grant date.
Page 18 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
11. Share capital and reserves (continued)
Equity incentive plan (continued)
Restricted share units (“RSUs”)
RSUs may be granted to directors, officers and employees to acquire shares or the cash equivalent, at such purchase price (which may be zero) as determined by the Board, subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established performance goals and objectives.
Performance share units (“PSUs”)
PSUs may be granted to directors, officers and employees to receive payment in shares or cash equivalent once such award is earned and has vested, subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions shall be based upon the achievement of pre-established performance criteria over the performance period as well as continuing employment or engagement with the Company.
The total number of shares reserved and available for grant and issuance of RSUs and PSUs shall not exceed (i) 11,000,000 shares pursuant to RSUs, and (ii) 19,000,000 shares pursuant to PSUs, for an aggregate of 30,000,000 shares.
Stock options
The changes in options during the six months ended June 30, 2026 and the year ended December 31, 2025 are as follows:
| June 30, 2026 | December 31, 2025 | ||||
| Number outstanding | Weighted average exercise price (C$) | Number outstanding | Weighted average exercise price (C$) | ||
| Balance, opening | |||||
| Granted | |||||
| Exercised | ( |
||||
| Expired or cancelled | ( |
||||
| Balance, closing | |||||
Page 19 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
11. Share capital and reserves (continued)
Stock options (continued)
On
July 25, 2025, the Company issued incentive stock options to directors, officers, employees and consultants of the Company.
The options are exercisable at a price of C$ per share with an expiry date of July 25, 2030, and vest
On
September 26, 2025, the Company issued incentive stock options to a consultant of the Company. The options are exercisable
at a price of C$ per share with an expiry date of September 26, 2030, and vest on a quarterly basis over one year. The fair
value of the stock options granted was C$
On
October 21, 2025, the Company issued incentive stock options to a consultant of the Company. The options are exercisable
at a price of C$ per share with an expiry date of October 21, 2028, and vest on a quarterly basis over one year. The fair
value of the stock options granted was C$
On
November 28, 2025, the Company issued incentive stock options to two consultants of the Company. The options are exercisable
at a price of C$ per share with an expiry date of November 28, 2030, and vest on a 6-month basis over two year. The fair value
of the stock options granted was C$
On
January 16, 2026, the Company issued incentive stock options to directors, officers, employees and consultants of the
Company. The options are exercisable at a price of C$ per share with an expiry date of January 16, 2031. options
vest
On
March 31, 2026, the Company issued incentive stock options to a consultant of the Company. The options are exercisable
at a price of C$ per share with an expiry date of March 31, 2031. The options vest
On
April 10, 2026, the Company issued incentive stock options to two employees and two consultants of the Company. The
options are exercisable at a price of C$ per share with an expiry date of April 10, 2031. The options vest
On
April 24, 2026, the Company issued incentive stock options to one consultant of the Company. The options are exercisable
at a price of C$ per share with an expiry date of April 24, 2031. The options vest
During
the six months ended June 30, 2026, a total of $
Page 20 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
11. Share capital and reserves (continued)
Stock options (continued)
The fair value of the stock options granted was determined using the Black-Scholes option price modelling with the following assumptions:
Six months ended June 30, 2026 |
Year ended December 31, 2025 | |
| Average stock price (C$) | ||
| Average exercise price (C$) | ||
| Average risk-free interest rate (%) | ||
| Expected life (years) | ||
| Expected volatility (%) | ||
| Expected dividends (C$) |
The following summarizes information about stock options outstanding and exercisable at June 30, 2026:
| Expiry date | Exercise price (CA$) | Options outstanding | Options exercisable |
| November 10, 2027 | |||
| July 16, 2029 | |||
| July 16, 2030 | |||
| October 21, 2028 | |||
| October 28, 2028 | |||
| October 28, 2028 | |||
| July 25, 2030 | |||
| September 26, 2030 | |||
| November 28, 2030 | |||
| January 16, 2031 | — | ||
| March 31, 2031 | — | ||
| April 10, 2031 | — | ||
| April 24, 2031 | — | ||
| Weighted average exercise price (C$) | |||
| Weighted average remaining contractual life | |||
Page 21 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
11. Share capital and reserves (continued)
Restricted share units (“RSUs”)
On October 30, 2024, the Company issued RSUs to directors, officers, and consultants of the Company, with a value of $ per RSU at the issuance date. On October 30, 2025, the Company issued shares pursuant to the vesting of 900,000 RSUs. Accordingly, the Company transferred the fair value of $ (C$) from restricted share units to share capital.
During the six months ended June 30, 206, $ (December 31, 2025 - $) was amortized and recorded in the consolidated statements of income or loss.
12. Care and maintenance
| For the six months ended | ||
| June 30, 2026 | June 30, 2025 | |
| $ | $ | |
| Contractor | ||
| Fuel and reagents | ||
| Insurance | ||
| Labour | ||
| Maintenance | ||
| Mechanical parts | ||
| Other | ||
| Permits and licenses | ||
| Supplies | ||
| Utilities | ||
| Travel | ||
After the Company disposed MRG in August 2025 (Note 5), the Company focused on exploring Goldwedge Property and all exploration expenses incurred on Goldwedge Property are capitalized (Note 8).
Page 22 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
13. General and administrative expenses
| For the six months ended | ||
| June 30, 2026 | June 30, 2025 | |
| $ | $ | |
| Consultants | ||
| Management fees (Note 14) | ||
| Insurance, travel and office related | ||
| Investor relations | ||
| Professional fees | ||
| Transfer agent and filing fees | ||
| Total general and administrative expenses | ||
14. Related party transactions and balances
Compensation of key management personnel and directors
Key management includes members of the Board of Directors, the Chief Executive Officer and the Chief Financial Officer.
During the six months ended June 30, 2026, the compensation incurred to the key management are as follows:
| ● | Chief
Executive Officer – $ |
| ● | Chief
Financial Officer – $ |
| ● | Director,
Executive Technical Director - $ |
| ● |
Amounts due to related parties
Included
in trade and other payables as of June 30, 2026 is $
15. SUPPLEMENTAL CASH FLOW INFORMATION
| Supplemental cash flow information | ||
| June 30, 2026 | June 30, 2025 | |
| Fair value of finders’ warrants | ||
| Shares issued for mineral properties | ||
| Shares issued for debt settlement | ||
| Fair value of warrants exercised | ||
| Fair value of options exercised | ||
| Mineral properties included in accounts payable | ||
| Cash paid for income taxes | ||
| Cash paid for interest |
Page 23 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
16. Segmented information
The Company operates in one reportable segment being the exploration and evaluation of mineral properties. The Company’s non-current assets are located are as follows:
| June 30, 2026 | Canada | United States | ||
| $ | $ | $ | ||
| Non-current assets | ||||
| Reclamation deposits | — | |||
| Long-term receivable | — | |||
| Investments | — | |||
| Exploration advance | — | |||
| Property, plant and equipment | — | |||
| Mineral properties | — |
| December 31, 2025 | Canada | United States | ||
| $ | $ | $ | ||
| Non-current assets | ||||
| Reclamation deposits | — | |||
| Long-term receivable | — | |||
| Investments | — | |||
| Exploration advance | — | |||
| Property, plant and equipment | — | |||
| Mineral properties | — |
17. Capital management
Capital is defined as equity attributable to shareholders’ equity. The Company’s objectives when managing its capital are to safeguard its ability to continue as a going concern and to maximize the value for its shareholders.
The Company’s activities have been primarily funded so far through cash flows from operating activities and equity and debt financing based on cash needs. The Company typically sells its shares by way of private placement.
The Company manages its capital structure and determines its capital requirements in light of the changing economic conditions and the risk characteristics of its assets. To reach its objectives, the Company may need to maintain or adjust its capital structure by issuing new share capital or new debt.
At this stage of its development, it is the Company’s policy to preserve cash to fund its operations and not to pay dividends.
Page 24 of 27
Scorpio Gold Corporation
Notes
to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
18. Financial instruments
Fair value
The carrying values of cash and equivalents, receivables, reclamation deposits, accounts payable and accrued liabilities, and loans payable approximate their fair value due to their short-term nature. The fair value of the Company’s investments is recorded at fair value using Level 1 of the fair value hierarchy, respectively.
The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
| ● | Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis. |
| ● | Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place. |
| ● | Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data. |
Fair value (continued)
Set out below are the Company’s financial assets and financial liabilities by category:
| June 30, 2026 | FVTPL | Amortized costs | FVTOCI | |
| $ | $ | $ | $ | |
| FINANCIAL ASSETS | ||||
| ASSETS | ||||
| Cash and equivalents | — | — | ||
| Receivables | — | — | ||
| Other receivable | — | — | ||
| Reclamation deposits | — | — | ||
| Long-term receivable | — | — | ||
| Investments | — | — | ||
| FINANCIAL LIABILITIES | ||||
| LIABILITIES | ||||
| Accounts payable and accrued liabilities | ( |
— | ( |
— |
| Loans payable | ( |
— | ( |
— |
Page 25 of 27
Scorpio Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
18. Financial instruments (continued)
| December 31, 2025 | FVTPL | Amortized costs | FVTOCI | |
| $ | $ | $ | $ | |
| FINANCIAL ASSETS | ||||
| ASSETS | ||||
| Cash and equivalents | — | — | ||
| Receivables | — | — | ||
| Other receivable | — | — | ||
| Reclamation deposits | — | — | ||
| Long-term receivable | — | — | ||
| Investments | — | — | ||
| FINANCIAL LIABILITIES | ||||
| LIABILITIES | ||||
| Accounts payable and accrued liabilities | ( |
— | ( |
— |
| Loans payable | ( |
— | ( |
— |
Financial risk management
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is attributable to cash and equivalents, receivables, other receivable, and reclamation bonds. The credit risk on cash, as well as reclamation bonds is limited because the Company invests its cash and reclamation bonds in deposits with well capitalized financial institutions with strong credit ratings. The Company has no past due accounts and has not recorded a provision for doubtful accounts.
Liquidity risk
The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s current policy to manage liquidity risk is to keep cash in bank accounts.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The 2022 Credit Facility is fixed at an interest rate of 12.375% per annum and accordingly is not subject to cash flow interest rate risk due to changes in the market rate of interest. The Company does not use financial derivatives to manage its exposure to interest rate risk.
Currency risk
The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in US Dollars (“US$”). The Company has not entered into any foreign currency contracts to mitigate this risk. The Company’s financial assets and liabilities are held in US$ and Canadian Dollars (“CA”); therefore, CA$ accounts are subject to fluctuation against the US Dollars.
Page 26 of 27
Scorpio Gold Corporation
Notes to the Condensed Consolidated Interim Financial Statements (unaudited)
For the Six Months Ended June 30, 2026
(Expressed in United States Dollars)
18. Financial instruments (continued)
The Company had the following balances in foreign currency as at June 30, 2026:
| US$ | CA$ | ||
| Cash and equivalents | |||
| Receivables | — | ||
| Other receivable | — | ||
| Long-term receivable | — | ||
| Reclamation deposits | — | ||
| Investments | — | ||
| Accounts payable and accrued liabilities | ( |
( | |
| Loans payable | — | ( | |
| Rate to convert to $1.00 US$ | |||
| Equivalent to US$ |
Based
on the above net exposures as at June 30, 2026, and assuming that all other variables remain constant, a
19. EVENTS SUBSEQUENT TO THE REPORTING PERIOD
Public offering
On
July 23, 2026, the Company closed a public offering (the “Offering”) by issuing common shares of the Company
(the “Offered Shares”) at a price of C$ per Offered Share for aggregate gross proceeds of C$
The
Company paid the agents an aggregate cash commission of C$
Page 27 of 27
Exhibit 99.2
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(EXPRESSED IN US DOLLARS)
Table of Contents
| Introduction | 3 |
| Forward-Looking Information | 3 |
| Overview | 3 |
| Corporate Highlights | 4 |
| Exploration | 5 |
| Qualified Person | 6 |
| Results of Operations | 6 |
| Summary of Quarterly Information | 7 |
| Liquidity and Capital Resources | 8 |
| Outstanding Share Data | 9 |
| Transactions with Related Parties | 10 |
| Off-Balance Sheet Arrangements | 11 |
| Critical Accounting Estimates | 11 |
| subsequent events | 11 |
| Financal Instruments | 11 |
| DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCING REPORTING | 11 |
| Other Information | 12 |
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
Introduction
This Interim Management’s Discussion and Analysis – Quarterly Highlights (the “Interim MD&A” or “MD&A”) has been prepared to provide material updates and analysis of the business operations, financial condition, financial performance, cash flows, liquidity, and capital resources of Scorpio Gold Corporation and its subsidiaries (“Scorpio Gold” or the “Company”) for the six months ended June 30, 2026 is prepared as at August 27, 2026.
The following Interim MD&A should be read in conjunction with the unaudited condensed consolidated interim financial statements of the Company and the notes relating thereto, for the six months ended June 30, 2026, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) and the annual management discussion and analysis for the year ended December 31, 2025. All financial amounts are stated in US dollars unless stated otherwise. Additional information relating to the Company is filed on SEDAR+ at www.sedarplus.ca.
Forward-Looking Information
This MD&A may include or incorporate by reference certain statements or disclosures that constitute “forward-looking information” under applicable securities laws. All information, other than statements of historical fact, included or incorporated by reference in this MD&A that addresses activities, events or developments that Scorpio Gold or its management expects or anticipates will or may occur in the future constitute forward-looking information. Forward-looking information is provided through 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 or continue. These forward-looking statements are based on certain assumptions and analyses made by Scorpio Gold and its management in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.
Although Scorpio Gold believes such forward-looking information and the expectations expressed in them are based on reasonable assumptions, investors are cautioned that any such information and statements are not guarantees of future realities and actual realities or developments may differ materially from those projected in forward-looking information and statements. Whether actual results will conform to the expectations of Scorpio Gold, the Company is subject to a number of risks and uncertainties, including those risk factors discussed under “Risk Management” in the above documents incorporated herein by reference. In particular, if any of the risk factors materialize, the expectations and the predictions based on them may need to be re-evaluated. Consequently, all of the forward-looking information in this MD&A and the documents incorporated herein by reference is expressly qualified by these cautionary statements and other cautionary statements or factors contained herein or in documents incorporated by reference herein, and there can be no assurance that the actual results or developments anticipated by Scorpio Gold will be realized or, even if substantially realized, that they will have the expected consequences for Scorpio Gold.
Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Unless otherwise required by law, Scorpio Gold expressly disclaims any intention and assumes no obligation to update or revise any forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change, whether as a result of new information, future events or otherwise, and Scorpio Gold does not have any policies or procedures in place concerning the updating of forward-looking information other than those required under applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information.
Overview
Scorpio Gold was incorporated under the Business Corporations Act (British Columbia). The Company is a reporting issuer in the provinces of British Columbia and Alberta. Scorpio Gold is listed on the TSX Venture Exchange (the “TSX-V”) under the trading symbol SGN. The Company and its subsidiaries conduct mining exploitation, exploration and development activities in the United States of America (“USA”).
Page 3 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
Corporate Highlights
| ● | Public Offering |
On July 23, 2026, the Company closed a public offering (the “Offering”) by issuing 43,200,000 common shares of the Company (the “Offered Shares”) at a price of C$0.25 per Offered Share for aggregate gross proceeds of C$10,800,000.
The Company paid the agents an aggregate cash commission of C$613,500 and also issued an aggregate of 2,454,000 non-transferable broker warrants. Each Broker Warrant entitles the holder to acquire one common share of the Company at a price of C$0.25 per share till July 23, 2028. The Company also reimbursed the agents legal fees and other expenses totaling C$133,072.
| ● | Private Placements |
In April 2025, the Company completed a non-brokered private placement for a total of 88,375,000 shares at a price of C$0.08 for gross proceeds of $4,968,222 (C$7,070,000). The Company issued 2,864,850 finders’ warrants, with each warrant exercisable into one common share of the Company at C$0.08 per share for a period of one year.
On September 3, 2025, the Company completed a non-brokered private placement for a total of 32,000,000 shares at a price of C$0.25 for gross proceeds of $5,800,992 (C$8,000,000).
| ● | Sales of Mineral Ridge Gold, LLC |
On July 16, 2025, the Company, through its wholly-owned subsidiary, Scorpio Gold (US) Corporation (“Scorpio US”), entered into a definitive agreement (the “Agreement”) with an arm’s length third party (the “Purchaser”), for the sale of Mineral Ridge Gold, LLC (“MRG”), a wholly-owned subsidiary of Scorpio US (the “Transaction”).
Under the terms of the Agreement, the Purchaser will acquire all membership interests in MRG, along with the related unpatented mining claims comprising MRG’s Mineral Ridge project located in Esmeralda County, Nevada (the “Project”), for an aggregate cash purchase price of $7,500,000. $700,000 of the purchase price will be advanced by the Purchaser as a non-refundable deposit to the Company by August 7, 2025 (received). $4,300,000 is due upon closing, which is expected to occur no later than August 25, 2025 (received). On completion of the Transaction, $1,500,000 of the purchase price will be retained in escrow as an indemnification holdback, with such funds being released to the Company on the 3-month (as to 50%, received) and 9-month (as to 50%, received) anniversaries of the closing date, as well as an additional $1,000,000 to be paid on the 12-month anniversary of the closing date, by the Purchaser to the Company. The Purchaser will also replace or assume the reclamation bond obligations of the Company and Scorpio US related to the Project. Certain assets associated with the Project will be retained by the Company and transferred to its subsidiary, Scorpio US, in advance of closing.
On August 25, 2025, the Transaction was closed.
| ● | Betty East Option |
On January 14, 2026, the Company and Primus Resources L.C. (the “Optionor”) entered into a Property Option Agreement, according to which, the Company is granted the option to acquire 100% of thirty-two unpatented lode mining claims known as the Betty East Property, located in Nye County, Nevada (the “Property”), by making staged cash and share payments totaling $900,000, issuing 950,000 common shares of the Company, and incurring an aggregate of $1,000,000 in exploration expenditures on the Property over five years, as follows:
| ● | Pay $30,000 (paid) and issue 100,000 shares (issued) within five days following the later of the January 14, 2026 (the “Effective Date”) and January 22, 2026, the date on which the Company receives TSX Venture Exchange approval of the Agreement; |
Page 4 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
| ● | Pay $30,000 and issue 100,000 Shares on or before the 1st anniversary of the Effective Date; |
| ● | Pay $30,000, issue 150,000 shares and incur $150,000 in exploration expenditures on or before the 2nd anniversary of the Effective Date; |
| ● | Pay $50,000, issue 150,000 shares and incur $200,000 in exploration expenditures on or before the 3rd anniversary of the Effective Date; |
| ● | Pay $50,000, issue 200,000 shares and incur $250,000 in exploration expenditures on or before the 4th anniversary of the Effective Date; and |
| ● | Pay $710,000, issue 250,000 shares and incur $400,000 in exploration expenditures on or before the 5th anniversary of the Effective Date. |
Upon the exercise of the Option, the Optionor will be granted a 2% net smelter returns royalty (the “NSR Royalty) on the Property, with the Company retaining the right to buy back one-half (1%) of the NSR Royalty by paying the Optionor an amount equal to the value of 500 ounces of .999 fine gold.
| ● | Sales of mill assets in Goldwedge LLC |
In February 2026, the Company’s wholly-owned subsidiary, Goldwedge, entered into an asset purchase agreement (the “Agreement”) with Manhattan Metals Corp. (“Manhattan Metals”) pursuant to which Goldwedge has agreed to sell the assets comprising its Manhattan Mill (the “Mill”) in Nye County, Nevada (the “Sale Transaction”).
The Manhattan Mill is a permitted mineral processing facility located on patented mining claims in the historic Manhattan mining district of Nye County, Nevada.
Pursuant to the Agreement, in exchange for C$750,000 in cash (received), Goldwedge has agreed to sell to Manhattan Metals the assets comprising the Mill. In connection with the sale, Manhattan Metals has been granted the right to relocate the Mill to a site of its choosing within 15 months of the closing of the Sale Transaction on May 14, 2026.
This Sale Transaction is an at arm’s length transaction. William Sheriff, a director of the Company, is also a director of Manhattan Metals, which is not considered a related entity.
Exploration
Goldwedge property and mill (Nevada, USA)
The Company holds a 100% interest in the consolidated Manhattan District in Nevada comprising the advanced exploration-stage Goldwedge property in Manhattan, Nevada with a fully permitted underground mine and a 400 ton per day mill facility.
Manhattan property (Nevada, USA)
The Company holds a 100% interest in the Manhattan Property, situated adjacent and proximal to the Goldwedge property.
Page 5 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
The Company’s mineral properties are broken down as follows:
| $ | |
| Goldwedge | |
| Balance as of December 31, 2024 | 2,532,184 |
| Land acquisition | 58,466 |
| Staking costs | 146,159 |
| Change of estimation of environmental rehabilitation liabilities (Note 10) | 222,159 |
| Exploration expenditure (see below) | 6,148,391 |
| Balance as of December 31, 2025 | 9,107,359 |
| Cash paid | 280,000 |
| Shares issued | 31,161 |
| Land purchase | 152,441 |
| Exploration expenditure (see below) | 8,431,675 |
| Balance as of June 30, 2026 | 18,002,636 |
Capitalized exploration expenditure
During the six months ended June 30, 2026 and the year ended December 31, 2025, the Company capitalized the following exploration expenditures on the Manhattan project:
| Six months ended June 30, 2026 | Year ended December 31, 2025 | |||
| Exploration expenditure | ||||
| Assay | $286,034 | $283,151 | ||
| Data | 98,870 | 165,319 | ||
| Drilling | 5,551,619 | 3,667,971 | ||
| Field and logic | 1,754,967 | 1,133,939 | ||
| Fuel | — | 41,621 | ||
| General and administration and supplies | 281,667 | 446,803 | ||
| Geological | 19,230 | 163,790 | ||
| Metallurgical | 20,122 | — | ||
| Site access and maintenance | 149,900 | — | ||
| Permits, licenses, property tax | 269,266 | 245,797 | ||
| Total | $8,431,675 | $6,148,391 |
Qualified Person
The technical information contained within this MD&A has been reviewed and approved by Thomas Poitras, P.Geo., a Qualified Person as defined by National Instrument 43-101 (NI 43-101).
Results of Operations
Six Months Ended June 30, 2026 and 2025
The Company reported a net loss of $3,123,180 for the six months ended June 30, 2026, compared with $2,355,608 for the six months ended June 30, 2025. After the Company sold MRG on August 25, 2025, the Company has been focusing on exploring Goldwedge. Before that, the Company was mainly maintaining both MRG and Goldwedge in good standing. As a result, the operation results for the six months ended June 30, 2026 is not very comparable with that for the six months ended June 30, 2025. The following significant items caused the net loss difference between the six months ended June 30, 2026 and 2025:
Page 6 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
Care and maintenance of $Nil (2025 - $1,024,468) as the Company capitalized all exploration costs incurred in Goldwedge, while in the comparative three month period, the costs were mainly care and maintenance costs.
Share based compensation of $1,915,126 (2025 - $154,761) on amortization of stock options and restricted share units granted to directors, officers, consultants and employees during the year ended December 31, 2025 and prior years. The Company has 26,487,091 options (June 30, 2025 – 7,615,564) and 7,930,000 restricted share units (June 30, 2025 – 900,000) outstanding as of June 30, 2026.
General and administrative expenses totaled $1,374,283 (2025 - $1,171,970) for the six months ended June 30, 2026, consisting of management fees, consulting fees, marketing, professional fees, travel and office.
Finance costs totaled $13,953 for the six months ended June 30, 2026, reduced from $305,271 for the six months ended June 30, 2025, due to decrease of loans and provision for environmental rehabilitation.
Three Months Ended June 30, 2026 and 2025
The Company reported net loss of $1,742,019 for the three months ended June 30, 2026, compared with a net income of $1,291,874 for the three months ended June 30, 2025. After the Company sold MRG on August 25, 2025, the Company has been focusing on exploring Goldwedge. Before that, the Company was mainly maintaining both MRG and Goldwedge in good standing. As a result, the operation results for the three months ended June 30, 2026 is not very comparable with that for the three months ended June 30, 2025. The following significant items caused the net loss difference between the three months ended June 30, 2026 and 2025:
Care and maintenance of $Nil (2025 - $658,535) as the Company capitalized all exploration costs incurred in Goldwedge, while in the comparative three month period, the costs were mainly care and maintenance costs.
Share based compensation of $1,047,540 (2025 - $69,843) on amortization of stock options and restricted share units granted to directors, officers, consultants and employees during the year ended December 31, 2025 and prior years. The Company has 26,487,091 options (June 30, 2025 – 7,615,564) and 7,930,000 restricted share units (June 30, 2025 – 900,000) outstanding as of June 30, 2026.
General and administrative expenses totaled $842,514 (2025 - $529,152) for the three months ended June 30, 2026, consisting of management fees, consulting fees, marketing, professional fees, travel and office.
Summary of Quarterly Information
The quarterly results for the last eight quarters are summarized below:
| Three months ended | ||||||||
| June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025*** | |||||
| $ | $ | $ | $ | |||||
| Revenue | — | — | — | — | ||||
| Net income (loss) | (1,742,019) | (1,381,160) | (2,162,642) | 7,624,167 | ||||
| Comprehensive income (loss) | (1,752,822) | (1,478,410) | (2,116,075) | 7,559,077 | ||||
| Basic and diluted income (loss) per share | (0.00) | (0.00) | (0.01) | 0.03 | ||||
Page 7 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
| Three months ended | ||||||||
| June 30, 2025 | March 31, 2025 | December 31, 2024** | September 30, 2024* | |||||
| $ | $ | $ | $ | |||||
| Revenue | — | — | — | — | ||||
| Net income (loss) | (1,291,874) | (1,067,735) | (13,502,697) | 458,578 | ||||
| Comprehensive income (loss) | (1,224,370) | (1,091,858) | (13,984,163) | 458,578 | ||||
| Basic and diluted income (loss) per share | (0.01) | (0.01) | (0.10) | 0.00 | ||||
* During the three months ended September 30, 2024, the Company recorded a gain on settlement of convertible notes of $1,542,516.
** During the three months ended December 31, 2024, the Company recorded impairment of exploration and evaluation assets of $11,801,178.
*** During the three months ended September 30, 2025, the Company recorded a gain on disposal of subsidiary of $9,158,869.
Liquidity and Capital Resources
As of June 30, 2026, the Company had a working capital of $1,392,659 (December 31, 2025 – $8,206,299) including cash and equivalents of $2,588,600 (December 31, 2025 - $8,337,777).
| ● | Operating activities |
Cash used in operating activities comprises primarily of cash spent on administrative overhead costs to support care and maintenance activities. During the six months ended June 30, 2026, the Company used $1,334,930 (2025 - $2,588,825) of cash in operating activities.
| ● | Investing activities |
During the six months ended June 30, 2026, the Company incurred $8,301,455 (2025 - $1,337,892) of exploration expenditures, purchased $201,958 (2025 - $57,782) of equipment and vehicle, and received $560,413 (2025 - $78,750) proceeds from sales of equipment and $750,000 (2025 – Ni) from sales of Mineral Ridge in August 2025.
| ● | Financing activities |
During the six months ended June 30, 2026, the Company received proceeds of $2,865,257 (2025 - $7,097) from warrant exercises, and $6,162 (2025 - $Nil) from option exercise.
During the comparative six months ended June 30, 2025, the Company received net proceeds from private placements of $4,929,842, and repaid loan of $532,268.
Page 8 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
In addition, the following table summarizes the discussion on how the Company used the proceeds of its financings completed and received during the years ended December 31, 2024 and 2025:
| Financing Details | Funds Raised | Use of Proceeds |
| Private placement of units completed on January 22, 2024 | Gross proceeds of C$957,745 | General working capital purposes |
| Private placement of units completed on February 23, 2024 | Gross proceeds of C$4,562,255 | Property maintenance and further exploration and development of the Mineral Ridge Project and Goldwedge Manhattan Projects, as well as for general working capital purposes |
| Private placement of Common Shares completed on October 3, 2024 | Gross proceeds of C$2,503,040 | Property maintenance and further exploration and development of the Mineral Ridge and Goldwedge Manhattan Projects, as well as for general working capital |
| Private placement of Common Shares completed on April 1, 2025 | Gross proceeds of C$5,366,588 | Property maintenance and further exploration and development of the Mineral Ridge and Goldwedge Manhattan Projects, as well as for general working capital |
| Private placement of Common Shares completed on April 22, 2025 | Gross proceeds of C$1,703,412 | Property maintenance and further exploration and development of the Mineral Ridge and Goldwedge Manhattan Projects, as well as for general working capital |
| Private placement of Common Shares completed on September 3, 2025 | Gross proceeds of C$8,000,000 | Property maintenance and further exploration and development of the Goldwedge Manhattan Projects, as well as for general working capital |
While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.
Outstanding Share Data
Authorized Capital
Unlimited number of common shares without par value.
Issued and outstanding common shares as at the date of this MD&A
346,164,194 common shares
Outstanding restricted share units as at the date of this MD&A
7,930,000 RSUs to directors, officers, and employees of the Company. The RSUs will be vested 25% at each anniversary until July 25, 2029.
Page 9 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
Outstanding stock options as at the date of this MD&A
| Expiry date | Exercise price (CA$) | Options outstanding |
| November 10, 2027 | 0.41 | 278,341 |
| July 16, 2029 | 0.15 | 1,543,750 |
| July 16, 2030 | 0.15 | 1,000,000 |
| October 28, 2028 | 0.135 | 4,300,000 |
| October 28, 2028 | 0.15 | 350,000 |
| July 25, 2030 | 0.25 | 8,600,000 |
| September 30, 2030 | 0.405 | 250,000 |
| October 21, 2028 | 0.35 | 400,000 |
| November 28, 2030 | 0.38 | 900,000 |
| January 16, 2031 | 0.37 | 6,465,000 |
| March 30, 2031 | 0.39 | 200,000 |
| April 10, 2031 | 0.35 | 1,700,000 |
| April 24, 2031 | 0.34 | 500,000 |
| Total | 26,487,091 |
Outstanding warrants as at the date of this MD&A
| Expiry date | Exercise price (C$) | Warrants outstanding and exercisable |
| October 30, 2026 | 0.25 | 10,000 |
| December 13, 2026 | 0.25 | 1,950,000 |
| July 23, 2028 | 0.25 | 2,454,000 |
| 4,414,000 |
Transactions with Related Parties
Compensation of key management personnel and directors
Key management includes members of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, and the Corporate Secretary.
During the six months ended June 30, 2026, the compensation incurred to the key management are as follows:
| ● | Chief Executive Officer, Zayn Kalyan – $87,051 (2025 – $44,001); |
| ● | Chief Financial Officer, Andrea Yuan – $71,817 (2025 – $50,211); |
| ● | Director, Executive Technical Director , Leo Hathaway - $39,173 (2025 – $Nil); |
| ● | 2,800,000 (2025 – Nil) stock options granted to directors and officers were valued at $690,316 (2025 - $Nil) at the grant date, of which $345,560 was recorded in the statement of loss and comprehensive loss during six months ended June 30, 2026. |
Page 10 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
Amounts due to related parties
Included in trade and other payables as of June 30, 2026 is $16,330 (December 31, 2025 – $20,673) due to key management for fees and the reimbursement of expenditures.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of the consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amount of assets and liabilities, and the reported amount of expenses during the period. Actual results may differ from these estimates. Estimates, assumptions, and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized on a prospective basis beginning from the period in which they are revised. Critical accounting estimates are used in the accounting for share-based payments and significant judgments are used when determining if there are any indicators of impairment on the coal properties.
subsequent events
Public offering
On July 23, 2026, the Company closed a public offering (the “Offering”) by issuing 43,200,000 common shares of the Company (the “Offered Shares”) at a price of C$0.25 per Offered Share for aggregate gross proceeds of C$10,800,000.
The Company paid the agents an aggregate cash commission of C$613,500 and also issued an aggregate of 2,454,000 non-transferable broker warrants. Each Broker Warrant entitles the holder to acquire one common share of the Company at a price of C$0.25 per share till July 23, 2028. The Company also reimbursed the agents legal fees and other expenses totaling C$133,072.
Financal Instruments
In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management’s assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company’s operations. These financial risks and the Company’s exposure to these risks are provided in various tables in note 18 of our unaudited condensed consolidated interim financial statements for the six months ended June 30, 2026. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the financial statements for the year ended December 31, 2025.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCING REPORTING
In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”) the Chief Executive Officer and Chief Financial Officer have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the condensed consolidated interim financial statements for the six months ended June 30, 2026, and this accompanying MD&A (together the “Quarterly Filings”).
In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company on SEDAR+ at www.sedarplus.ca.
Page 11 of 12
Scorpio Gold Corporation
MANAGEMENT DISCUSSION AND ANALYSIS
For the Six Months Ended June 30, 2026
(Expressed in US Dollars)
Other Information
Additional information relating to the Company is available for viewing on SEDAR+ at www.sedarplus.ca and at the Company’s web site at www.scorpiogold.com.
Page 12 of 12
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Zayn Kalyan, Chief Executive Officer of Scorpio Gold Corporation, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SCORPIO GOLD CORPORATION (the “issuer”) for the interim period ended June 30, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 27, 2026
/s/
“Zayn Kalyan”
___________________
Zayn Kalyan
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
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